Common use of Term Termination Clause in Contracts

Term Termination. 9.1 The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 As mutually agreed between Broadcaster and the DPO the agreement shall be valid for One (1) year with effect from to . The term Term of the Agreement may be extended on terms and conditions to be mutually agreed and recorded in writing between the parties. Either Party has a right to terminate this Agreement by a written notice, subject to applicable Law, to the other in the event of: 1. Material breach of this Agreement commences as by the other Party which has not been cured within thirty (30) days of being required in writing to do so; 2. The bankruptcy, insolvency or appointment of receiver over the assets of the Effective Date and, unless terminated earlier pursuant other Party; 3. The DAS Distribution System licence or any other material licence necessary for the DPO to operate its DAS Distribution System service being revoked at anytime other than due to the fault of the DPO. Broadcaster shall have the right to terminate this Agreement by a written notice to the DPO if (i) The DPO breaches any of the Agreement's express provisions, will continue Anti Piracy Requirements and fails to cure such breach within twenty one (21) days of being required in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition writing to any other express termination right set forth elsewhere in this Agreement:do so; or (1ii) Engineer may Broadcaster discontinues the Broadcaster Channels with respect to all distributors in the Territory and provides DPO with at least twenty one (21) days prior written notice. The DPO shall have the right to terminate this Agreement, effective Agreement on written notice to Owner, if: Broadcaster if the DPO discontinues its DAS Distribution System business and provides at least twenty one (i21) Owner fails days s prior written notice. The Broadcaster shall have the right to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may forthwith terminate this Agreement effective on written notice and disconnect/deactivate signals of the Subscribed Channels to the DPO and/or take any other party if the other party materially breaches this Agreement through no fault action as may be appropriate, upon occurrence of any of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach.following: (3a) Either party may terminate this Agreement, effective immediately, if In case of winding up proceedings initiated against the other party: DPO; (ib) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, assignment of the Owner will receive reproducible copies of Drawings, Specifications and other documents completed Agreement by the Engineer up DPO without prior written approval of the Broadcaster; (c) If the DPO voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels through its DAS Distribution System (including but not limited to entering into an agreement/arrangement with another Broadcaster for operational and/or administrative and/or funding purposes, etc.); (d) In the event the Broadcaster is subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of Broadcaster to provide the Subscribed Channels or any part thereof to the effective date DPO or limit the DPO's right or authorization to distribute the Subscribed Channels or in the event of terminationany court order which cannot be reviewed or appealed against, which prevents/restricts the Broadcaster to provide the Subscribed Channels to the DPO under the terms of this Agreement.

Term Termination. 9.1 The term of this (a) This Agreement commences as of shall commence on the Effective Date and, unless and may be terminated earlier pursuant by either party by giving six months advance written notice of termination to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)other party. 9.2 In addition to any other express termination right set forth elsewhere in (b) Notwithstanding paragraph (a) of this Agreement: (1) Engineer Section 8, either party may terminate this Agreement, effective on written notice to Owner, if: Agreement immediately upon the occurrence of a Default by the other party. A party shall be in Default if that party (i) Owner fails to pay any amount when due hereunderthe Use Fee or any other sum due under this Agreement, or fails to perform any other obligation under this Agreement, and such failure continues more than ten for a period of five (105) calendar days after Engineer’s delivery days; provided, however, that if a party disputes the amount of written notice thereof; the Use Fee or (ii) there have been three (3) or more other charge within such payment failures in the preceding twelve (12) month five day period, regardless the running of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to five day period shall commence upon the other party if the other party materially breaches this Agreement through no fault resolution of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposedispute pursuant to Section 5(e); (ii) becomes insolvent or is generally the subject of any order for relief in a proceeding under any Debtor Relief Law (as defined below); (iii) becomes unable to pay, or fails admits in writing the party’s inability to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawmature; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitation, or similar agent officer for the party or for all or any part of the party’s property or assets, or any such officer is appointed by order of for such party or any court of competent jurisdiction to take charge of or sell any material portion part of its assets without the party’s consent and such appointment is not dismissed or discharged within 60 calendar days; (vi) institutes or consents to any proceeding under any Debtor Relief Law with respect to the party or all or any part of the party’s property or business assets, (vii) becomes subject to any proceeding under any Debtor Relief Law without the consent of the party if such case or proceeding continues undismissed or unstayed for 60 calendar days; or (viii) dissolves or liquidates or takes any action to dissolve or liquidate. As used in this Agreement, the term Debtor Relief Law shall mean the Bankruptcy Code of the United States of America, as amended, or any other similar debtor relief law affecting the rights of creditors generally. 9.3 If (c) AgeX may terminate this Agreement is terminated by either party, on six months written notice to BioTime given after such date on which BioTime ceases to consolidate the Engineer shall financial statements of AgeX with the financial statements of BioTime under generally accepted accounting principles in the United States. (d) The obligations of AgeX under Sections 5 and 6 and to pay for any repairs of the Premises required to be paid for all Services performed through the effective date by AgeX under this Agreement shall survive termination of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 (a) The term of this Employment Agreement commences as shall commence on the first date when Employee reports for work for the Company after the date hereof (the "Effective Date") and shall continue thereafter for a period of three (3) years, subject to the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions herein stated; provided that Employee may terminate this Agreement at any time hereafter by giving the Company at least fourteen (“Term”)14) days' prior written notice. If Employee voluntarily terminates this Agreement, Company shall have no further financial liability to Employee beyond the effective date of such termination. 9.2 In addition (b) If during the term of this Agreement Employee is prevented for a continuous period of thirty (30) days from performing his duties hereunder by reason of physical or mental disability ("Disability"), then the Company, on seven days' prior written notice to any other express termination right set forth elsewhere in this Agreement: (1) Engineer the Employee, may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of a termination pursuant to this paragraph 4(b), the Company shall be relieved of all of its obligations under this Agreement, except that: (i) the Company shall pay to the Employee that portion of the Employee's wages earned and accrued by Employee prior to Employee's termination, and (ii) to the Owner will receive reproducible copies extent provided in the Plan, to exercise the Options described in Paragraph 3(c) hereof. (c) The Company may at any time discharge the Employee for Cause (as hereinafter defined) and terminate this Agreement without any further liability hereunder to the Employee or his spouse or estate, except for the obligation of Drawingsthe Company to pay the Employee's wages earned to the date of discharge. For purposes of this Agreement, Specifications and the Company shall have "Cause" to terminate the Employee's employment upon (i) the gross negligence of the Employee in performing his duties hereunder (other documents completed than any such failure resulting from the Employee's incapacity due to physical or mental illness), (ii) the willful engaging by the Engineer up Employee in conduct amounting to fraud or embezzlement or any other act by Employee which is negligently or willfully performed which has the effect of damaging the reputation of the Company or its business, (iii) breach of fiduciary duty as an officer and/or director of the Company, (iv) the violation by the Employee of any material provision of this Agreement, including but not limited to the effective date provisions of terminationSections 5, 6, 7, 8 or 10 hereof.

Term Termination. 9.1 The term of this 3.1. This Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue shall remain in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: terminated (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; in accordance with its terms or (ii) there have been three (3) by an order of the Commission, whichever shall occur first. 3.2. Notwithstanding anything to the contrary elsewhere in this Agreement or more such payment failures in the preceding twelve (12) month periodElectricity Tariff, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on the Utility, by written notice to the other party CDG Sponsor, may if the other party materially breaches permitted in a proceeding, terminate this Agreement through no fault in whole or in part with respect to the CDG Project or suspend further performance without terminating this Agreement upon the occurrence of any of the terminating party, and such breachfollowing: (ia) the CDG Sponsor or CDG Project terminates or suspends doing business, except where such suspension is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach.caused by Force Majeure; (3b) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved CDG Sponsor or liquidated or takes any corporate action for such purpose; (ii) CDG Project becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, subject to any proceeding under any domestic or foreign bankruptcy or insolvency law; proceeding under federal or state law (ivand which proceeding is not removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to the direct control of a transferee, receiver or similar authority in relation to a bankruptcy or insolvency proceeding, or (except as otherwise provided in Section 15.7) makes or seeks to make a general an assignment for the benefit of creditors; (c) the CDG Sponsor commits a material breach of any of its creditorsobligations under this Agreement with respect to the Net Crediting Program and has not cured such breach within thirty (30) days after receipt of a written notice from the other Party specifying the nature of the breach (provided, however, that if such breach cannot be cured within thirty (30) days, the cure period will be extended as long as CDG Sponsor is pursuing diligent efforts to cure, such extended cure period not to exceed an additional thirty (30) days); or (vd) applies for the CDG Project is in material violation of the Utility’s electric standards, including but not limited to provisions related to interconnection and safety and has not cured such violation within thirty (30) days after receipt of a written notice from the other Party specifying the nature of the violation (provided, however, that if such breach cannot be cured within thirty (30) days, the cure period will be extended as long as CDG Sponsor is pursuing diligent efforts to cure, such extended cure period not to exceed an additional thirty (30) days). Notwithstanding the aforementioned cure provisions or has appointed a receiverany other provision of this Agreement, trusteethe Utility may take immediate actions with respect to the CDG Project interconnection if deemed necessary by the Utility, custodianin its sole discretion, to protect the safety of the public, customers, or similar agent appointed by order employees, or the operation of any court of competent jurisdiction to take charge of or sell any material portion of its property or business the electric system. 9.3 If this Agreement is terminated by either party3.3. The foregoing notwithstanding, the Engineer CDG Sponsor may upon written notice to Utility remove the CDG Project from the Net Crediting Program. The CDG Sponsor and the Utility shall be paid follow the process detailed in the Net Crediting Manual for all Services performed through removal of the effective date CDG Project from the Net Crediting Program. The CDG Sponsor shall notify the affected CDG Satellites of termination, including reimbursable expenses. In the event removal of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by CDG Project from the Engineer up to the effective date of terminationNet Crediting Program.

Term Termination. 9.1 (a) The term of this Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant in accordance with this Agreement, will continue through the end of the License Term. (b) If any Party at any time materially fails to abide by or fails to perform in any material respect any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate of this Agreement, effective on each of the other Parties will have the right to terminate this Agreement upon sixty (60) days written notice specifying the default complained of, setting forth the underlying reasons for its belief that a default has occurred and the remedy sought, provided that such notice of termination will not be effective if the defaulting Party has cured such breach within such sixty (60) day period. In the event of a bona-fide dispute as to Ownerwhether a default has occurred and if either Party has initiated in good faith a legal proceeding in a court of competent jurisdiction challenging the occurrence of such default, if: the above cure period shall be tolled during any such proceeding concerning such bona-fide dispute. For the avoidance of doubt, the Parties understand and agree that any material breach by any Party’s Affiliates and/or sublicensees shall constitute a material breach of this Agreement. Endo/Teikoku shall have the right to terminate the Agreement upon written notice effective immediately if (i) Owner fails ▇▇▇▇▇▇ or any of its Affiliates challenges the infringement, validity or enforceability of the Licensed Patents, or if ▇▇▇▇▇▇ or any of its Affiliates participates in or supports, directly or indirectly, any such challenges by any Third Party, except ▇▇▇▇▇▇ shall be permitted to pay any amount when due hereundermaintain the Paragraph IV certifications contained in ▇▇▇▇▇▇’▇ ▇▇▇▇ and except ▇▇▇▇▇▇ shall be permitted to contest the validity, and such failure continues more than ten (10) calendar days after Engineer’s delivery enforceability or alleged infringement of written notice thereofthe Licensed Patents to the extent permitted by Section 2(h)(iii); or (ii) there have been three (3) ▇▇▇▇▇▇ or more such payment failures any of its Affiliates makes, has made, uses, offers for sale, sells or imports in the preceding twelve (12U.S., directly or indirectly, ▇▇▇▇▇▇’▇ Generic Product or assists or authorizes any Third Party to do any of the foregoing or otherwise breaches Section 2(e) month periodprior to the Start Date, regardless subject to ▇▇▇▇▇▇’▇ allowed pre-Start Date activities outlined in Section 2(d). A termination of whether any such failures were timely curedthis Agreement by one Party shall be deemed to be a termination of this Agreement as to all Parties. (2c) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either partyfor any reason: (i) Endo/Teikoku will have the right to recommence or refile the Litigation before the United States District Court for the District of Delaware; (ii) each Party consents, with respect to any such refiled Litigation or declaratory judgment action, to (A) the Engineer shall be paid jurisdiction of the United States District Court for all Services performed through the effective date District of terminationDelaware, and irrevocably and unconditionally waives any objection to the laying of venue in such court or that the Litigation or declaratory judgment action has been brought in an inconvenient forum, (B) waive any statute of limitations defenses in connection with such recommenced or refiled Litigation or declaratory judgment action, and (C) have the Court enter a decision in the ‘529 Lawsuit based upon the evidence and argument previously presented at trial in such Lawsuit; (iii) the licenses and Covenant Not To ▇▇▇ granted herein automatically and immediately will terminate; (iv) ▇▇▇▇▇▇ will have the right to defend itself on any basis, including reimbursable expenseschallenging the infringement, validity and enforceability of the Licensed Patents; and (v) the Agreement will not be available as evidence in any proceeding. In Termination or expiration of this Agreement shall not release any Party from liability (in an action at law or otherwise) for any obligations, liabilities or damages incurred prior to such termination and arising out of a breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. (d) Sections 2(f), 9 (second paragraph), 10, 11(d) and 14(c) will survive the event expiration or termination of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 9.1. The term of this Agreement commences as of shall commence on the Effective Date and, unless earlier terminated earlier pursuant to any of the Agreement's express provisionsas provided in this Section 9, will shall continue in full force and effect until the parties have performed their obligations under completion of the Agreement’s terms Sponsored Research and conditions (“Term”)the provision to the Company of the Final Scientific Report. 9.2 In addition 9.2. This Agreement shall terminate automatically upon the termination of the License Agreement. 9.3. Without derogating from the Parties’ rights hereunder or by law to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreementor additional remedy or relief, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party it is agreed that each Party may terminate this Agreement effective on by serving a written notice to that effect (effective immediately) on the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: Party upon or after: (i) is incapable the other Party commits a material breach of cureits obligations under this Agreement, which material breach cannot be cured or, if curable, which has not been cured by the Party in breach within 30 (thirty) days after receipt of a written notice from the non-defaulting Party in respect of such breach; or or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) Party becomes insolvent, is dissolved adjudged bankrupt, applies for judicial or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payextra judicial settlement with its creditors, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies , voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed a receiver, trustee, custodianby reason of its insolvency, or similar agent appointed by order in the event that an involuntary bankruptcy action is filed against the other Party and is not dismissed within ninety (90) days, or if the another Party becomes the subject of any court of competent jurisdiction to take charge of liquidation or sell any material portion of its property dissolution proceedings or business otherwise discontinues business. 9.3 If 9.4. Upon the termination of this Agreement is terminated by either partyfor any reason other than due to the expiry of the term of this Agreement, the Engineer Company shall be paid for deliver to Hadasit all Services performed through material, in soft or hard copies, relating to the effective date Sponsored Research and/or the Sponsored Research Results. 9.5. The termination of termination, including reimbursable expenses. In this Agreement by any Party shall not affect the event rights and obligations of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up Parties accrued prior to the effective date of termination. 9.6. Sections 4, 5 (subject to the time period set out in the License Agreement), 6, 7, 8, 9 and 10 shall survive the termination or expiration of this Agreement for any reason.

Term Termination. 9.1 The term of this This Agreement commences as of shall be effective for a One (1) Year Period beginning on the Effective Date and(the “Initial Term”). The Initial Term shall automatically renew for an unlimited number of successive one-year period unless otherwise agreed to, unless terminated earlier pursuant to any of the Agreement's express provisionsin writing, will continue in effect until by the parties have performed their obligations under (each a “Renewal Period”). The Initial Term and all Renewal Periods shall be collectively referred to herein as the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If . The Term shall continue until this Agreement is terminated by the first to occur of (i) either party’s election to terminate it upon the expiration of the Initial Term or any Renewal Period thereof, the Engineer written notice of such election shall be paid given to the other party at least sixty (60) calendar days prior to the expiration of the Initial Term or any Renewal Period; (ii) the date that is thirty (30) days after either party notifies the other that the other has materially breached this Agreement, and the breaching party fails to cure such breach within such thirty (30) day period, (except a breach as provided in (iv) below which will require no notice); (iii) the date which is thirty (30) days after ES&S notifies the Customer of ES&S intent to terminate the Agreement as a result of the Customer no longer utilizing ES&S’ voter tabulation system with the Ballot on Demand Printer purchased and licensed hereunder, or (iv) Customer’s failure to make any payment due hereunder within thirty (30) days after it is due. In the event of early termination by ES&S due to (a) a breach of this Agreement by Customer, (b) Customer’s failure to pay any amounts owed under this Agreement or (c) the failure of Customer to appropriate funds to make the payments due under this Agreement, Customer shall pay ES&S for all Services products delivered and services performed up through the effective date of termination. Upon termination of this Agreement, Customer shall immediately return all ES&S Software and Documentation (including reimbursable expenses. In the event of terminationany and all copies thereof) to ES&S, the Owner will receive reproducible copies of Drawings, Specifications or (if requested by ES&S) destroy such ES&S Software and other documents completed by the Engineer up Documentation and certify in writing to the effective date of terminationES&S that such destruction has occurred.

Term Termination. 9.1 The (a) This Agreement shall commence on the Effective Date and shall terminate on December 31, 2012, provided that, unless otherwise terminated under another provision of this Agreement, the term of this Agreement commences as of shall automatically be renewed and the Effective Date andtermination date shall be extended for an additional year each year after December 31, 2012, unless terminated earlier pursuant to any either party gives the other party written notice stating that this Agreement shall terminate on December 31 of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)that year. 9.2 In addition to any other express termination right set forth elsewhere in (b) Notwithstanding paragraph (a) of this Agreement: (1) Engineer Section 7, either party may terminate this Agreement, effective on written notice to Owner, if: Agreement immediately upon the occurrence of a Default by the other party. A party shall be in Default if that party (i) Owner fails to pay any amount when due hereunderthe Use Fee or any other sum due under this Agreement, or fails to perform any other obligation under this Agreement, and such failure continues more than ten (10) calendar for a period of 5 days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in from the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice seeking to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally the subject of any order for relief in a proceeding under any Debtor Relief Law (as defined below); (iii) becomes unable to pay, or fails admits in writing the party’s inability to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawmature; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitation, or similar agent officer for the party or for all or any part of the party’s property or assets, or any such officer is appointed by order of for such party or any court of competent jurisdiction to take charge of or sell any material portion part of its assets without the party’s consent and such appointment is not dismissed or discharged within 60 calendar days; (vi) institutes or consents to any proceeding under any Debtor Relief Law with respect to the party or all or any part of the party’s property or business assets, (vii) becomes subject to any proceeding under any Debtor Relief Law without the consent of the party if such case or proceeding continues undismissed or unstayed for 60 calendar days; or (viii) dissolves or liquidates or takes any action to dissolve or liquidate. As used in this Agreement, the term Debtor Relief Law shall mean the Bankruptcy Code of the United States of America, as amended, or any other similar debtor relief law affecting the rights of creditors generally. 9.3 If (c) The obligations of OncoCyte under Sections 5 and 6 and to pay for any repairs of the Premises required to be paid by OncoCyte under this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date survive termination of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The term of this a) This Agreement commences as of shall take effect on the Effective Date andand continue until December 31, unless terminated earlier pursuant to any of 2010 (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”); provided, however, that in the event that Travelport Limited signs a letter of intent or other agreement relating to the Change of Control of Client or Supplier in 2007, then the party undergoing the Change of Control shall promptly notify the other party in writing, and the other party may request to postpone the effectiveness of Clauses 3(c), 3(d) and 4(a) for up to 90 days following the date of notice but in no event later than December 31, 2007. Upon expiration of the Initial Term, this Agreement will renew for successive one-year terms upon mutual written agreement by the parties at least sixty (60) days’ prior to the expiration of the current term. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1b) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in After the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either Initial Term either party may terminate this Agreement effective on at any time upon at least ninety (90) days’ prior written notice. c) At any time during the Term, either party shall be entitled to terminate this Agreement by giving 30 days’ prior written notice to the other party if the other party materially breaches commits any material breach of this Agreement through no fault (including but not limited to Client’s obligation to pay Supplier) and, if the breach is capable of remedy, fails to remedy it within such 30-day period after being given a written notice containing full particulars of the terminating partybreach and requiring it to be remedied, or if the other goes into liquidation or administration, has a receiver appointed over any of its assets or enters into any voluntary arrangement with its creditors or ceases to carry on business. d) Notwithstanding anything to the contrary set forth herein, in the event of a proposed Change of Control of Client or any Group Company thereof, Client shall notify Supplier as soon as reasonably practicable of the proposal. For purposes of this Agreement, a “Change of Control” is defined as an event pursuant to which an entity directly or indirectly consummates a merger, reorganization, recapitalization, joint venture, consolidation, share exchange, business combination, sale of all or substantially all of its assets, or similar form of corporate transaction involving such entity (each, a “Business Combination”) such that immediately following such Business Combination, a third party directly or indirectly acquires more than 50% of the voting power of the then-outstanding voting stock of the entity resulting from consummation of such Business Combination. At any time following such Change of Control, neither the rights nor the obligations of Client (or any subsidiary thereof) may be extended, assigned, transferred or otherwise made available to a third-party acquirer or a third-party target (in each case by merger or otherwise), except that Client shall be entitled to offer up to US$(***) of Inventory in the aggregate through one or more smaller third-party targets (by merger or otherwise) that are not Supplier clients during the term of this Agreement. Determination of whether the US$(***) cap has been exceeded shall be calculated based on the aggregate Bookings made to the date of calculation through the target first acquired and such breach: those targets subsequently acquired (if any) in chronological order. In the event that (i) the aggregate (***) cap is incapable of cure; exceeded at any time or (ii) being capable the target is a Supplier client, then (A) in each case all Bookings through such target shall automatically increase to the then-current Wholesale Rate (retroactively to the date of cureacquisition) and all other terms of this Agreement shall continue in full force and effect, provided that the Wholesale Rate shall be no less favorable to Client than the booking fees charged to Supplier’s large wholesale customers at that time, or (B) Supplier shall have the right, but not the obligation, to terminate this Agreement without any liability to Supplier. For the avoidance of doubt, all other terms and conditions of this Agreement (including Clause 6) shall apply to Bookings made through third-party targets, and any subsidiary of Client that no longer remains uncured thirty (30) calendar days after a subsidiary of Client shall not be entitled to the non-breaching party provides Inventory or the breaching party with written notice of such breachServices. (3e) Either party may terminate Upon termination of this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable Client shall pay to pay, or fails Supplier all sums owing to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding Supplier under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of terminationAgreement, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationany Wholesale Rates retroactively due in accordance with Clause 2(d).

Term Termination. 9.1 The term 11.1 Unless earlier terminated as hereinafter provided, the “Term” of this Agreement commences as shall mean a period of time commencing on the Effective Date andand ending, unless terminated earlier pursuant on a country by country basis, on the date of expiration of the last to expire of the Patent Rights in countries where Patent Rights exist. Thereafter, the Agreement shall expire automatically and LICENSEE shall have a fully paid up, perpetual, royalty-free license without further obligation to LICENSOR. 11.2 LICENSOR shall have the right to terminate this Agreement if LICENSEE fails to make any payment due hereunder and LICENSEE continues to fail to make the payment, either to LICENSOR directly or by placing any disputed amount into an interest bearing escrow account to be released when the dispute is resolved, for a period of sixty (60) days after receiving notice from LICENSOR specifying LICENSEE’S failure. 11.3 LICENSOR shall have the right to terminate this Agreement if LICENSEE fails to achieve any of the Agreement's express provisionsdevelopment events as set forth in Article 6, will continue except the LICENSEE shall first be given an opportunity to remedy such failure in effect until accordance with the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)provisions of 6.2. 9.2 In addition to any other express termination right set forth elsewhere in 11.4 Except as otherwise provided by law, this Agreement: Agreement may be terminated with immediate effect (1a) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures by either Party in the preceding twelve (12) month period, regardless event of whether any such failures were timely cured. (2) Either party may terminate a material breach of this Agreement effective on written notice to by the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: Party which is not remedied within ninety (i90) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written from notice of such breach. ; or (3b) Either party may terminate this Agreementby either Party, effective immediatelyin any of the following events: bankruptcy, if insolvency of the other party: (i) is dissolved Party, or, should any Party make an assignment for the benefit of creditors or liquidated commit an act of bankruptcy or takes any corporate action for such purpose; (ii) becomes insolvent file or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has have filed against it a petition for voluntary or involuntary in bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business reorganization proceedings. 9.3 If 11.5 Termination of this Agreement for any reason shall not release either party hereto from any liability, which at the time of such termination has already accrued to the other party. 11.6 In the event this Agreement is terminated for any reason, LICENSEE, its Affiliates, and its Sublicensees shall have the right to sell or otherwise dispose of the stock of any Licensed Products then on hand and fulfill all existing obligations for Licensed Services, subject to the payment to LICENSOR of any and all fees and royalties due thereupon, all to be sold or otherwise disposed of within six (6) months of termination of this Agreement. Articles 2 and 9 shall survive the termination of this Agreement, and Article 4 shall survive the termination of this Agreement until such time as LICENSEE has sold or otherwise disposed of all of its stock of any Licensed Products. 11.7 Upon termination of this Agreement by either partyLICENSOR for any reason, the Engineer any sublicense granted by LICENSEE hereunder shall survive and shall be paid for assigned to LICENSOR by LICENSEE. 11.8 Article 2 (representations & warranties), Article 5.4 (maintenance of records), Article 9 (Indemnification, Product Liability & Insurance), Article 10 (Use of Names & Confidentiality), Article 14 (Dispute Resolution) and Article 15.1 (governing law) shall survive the expiration and any termination of this Agreement. 11.9 Except as otherwise provided in this Article 11, all Services performed through rights and obligations of the effective date parties under this Agreement shall terminate upon the expiration or termination of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The (a) This Agreement shall commence on the Effective Date and shall terminate on December 31, 2015, provided that, unless otherwise terminated under another provision of this Agreement, the term of this Agreement commences as of shall automatically be renewed and the Effective Date andtermination date shall be extended for an additional year each year after December 31, 2015, unless terminated earlier pursuant to any either party gives the other party written notice stating that this Agreement shall terminate on December 31 of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)that year. 9.2 In addition to any other express termination right set forth elsewhere in (b) Notwithstanding paragraph (a) of this Agreement: (1) Engineer Section 7, either party may terminate this Agreement, effective on written notice to Owner, if: Agreement immediately upon the occurrence of a Default by the other party. A party shall be in Default if that party (i) Owner fails to pay any amount when due hereunderthe Use Fee or any other sum due under this Agreement, or fails to perform any other obligation under this Agreement, and such failure continues more than ten (10) calendar for a period of 5 days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in from the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice seeking to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally the subject of any order for relief in a proceeding under any Debtor Relief Law (as defined below); (iii) becomes unable to pay, or fails admits in writing the party’s inability to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawmature; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitation, or similar agent officer for the party or for all or any part of the party’s property or assets, or any such officer is appointed by order of for such party or any court of competent jurisdiction to take charge of or sell any material portion part of its assets without the party’s consent and such appointment is not dismissed or discharged within 60 calendar days; (vi) institutes or consents to any proceeding under any Debtor Relief Law with respect to the party or all or any part of the party’s property or business assets, (vii) becomes subject to any proceeding under any Debtor Relief Law without the consent of the party if such case or proceeding continues undismissed or unstayed for 60 calendar days; or (viii) dissolves or liquidates or takes any action to dissolve or liquidate. As used in this Agreement, the term Debtor Relief Law shall mean the Bankruptcy Code of the United States of America, as amended, or any other similar debtor relief law affecting the rights of creditors generally. 9.3 If (c) The obligations of ES under Sections 5 and 6 and to pay for any repairs of the Premises required to be paid by ES under this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date survive termination of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The term of this a) This Agreement commences as of shall commence on the Effective Date and, unless earlier terminated earlier pursuant to any in accordance with the other provisions of the this Agreement's express provisions, will shall continue in full force and effect until the parties have performed their obligations under earlier of (i) the Agreement’s terms and conditions end of the Program; or (ii) the expiration or termination of the License Agreement (the “Term”). 9.2 In addition b) Selecta may terminate this Agreement in full for any reason effective upon sixty (60) days prior written notice to 3SBio; provided, however, that Selecta will have the right to terminate this Agreement with respect to a given Drug Product or Drug Substance with immediate effect upon written notice to 3SBio in the event that Selecta or any other express of its Affiliates or Sublicensees identifies a safety or efficacy concern with respect to such Drug Product or Drug Substance. Upon termination right set forth elsewhere in of this Agreement: Agreement pursuant to the aforementioned, Selecta shall pay 3SBio all (1) Engineer may Services Fees unpaid but accrued for Services actually performed in compliance with this Agreement up to the date of the termination notice and on a proportionate basis based on 3SBio’s completion of the tasks required, and (2) costs incurred by 3SBio for its purchasing of Process Consumables, Filling Components and testing services subcontracted in accordance with Section 5(a), but solely: (a) to extent 3SBio cannot cancel the payment of such costs or mitigate such costs using reasonable commercial efforts, and (b) the Process Consumables, and Filling Components and subcontracted testing services cannot be used in 3SBio’s business for 3SBio itself or another customer of 3SBio and (c) solely to the extent such costs are reasonable and substantiated with relevant (third party) invoices. c) Each Party will have the unilateral right to terminate this Agreement, effective on Agreement at any time during its Term by providing written notice to Owner, ifwith immediate effect in the event that: (i) Owner fails the other Party files in any court or agency pursuant to pay any amount when due hereunderstatute or regulation of any state, and such failure continues more than ten (10) calendar days after Engineer’s delivery country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for a similar arrangement or for the appointment of written notice thereof; a receiver or trustee of that Party or of its assets, or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating partyParty is served with an involuntary petition against it, filed in any insolvency proceeding, and such breach: petition is not dismissed within sixty (i60) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. filing thereof, or (3iii) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent Party proposes or is generally unable a party to payany dissolution or liquidation, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) if the other Party makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. d) In the event of terminationtermination or expiration of this Agreement, 3SBio shall, at the written request of Selecta, complete the manufacture of any Batch or Lot. 3SBio shall have no obligation to complete the manufacture of any Batch or Lot unless and until Selecta pays all outstanding and overdue amounts and pays for the completion of such Batch or Lot in advance. e) Subject to the other Sections of this Agreement, the Owner will receive reproducible copies termination of Drawings, Specifications and other documents completed by the Engineer up this Agreement shall not relieve either Party of its obligation to the effective date of other Party that have accrued prior to such termination. f) The following provisions shall survive any expiration or termination of this Agreement: Sections 4(b), 8, 9, and 10.

Term Termination. 9.1 (a) The term of this Agreement commences as of (the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)) shall continue in effect, unless earlier terminated by either party hereto as provided hereunder, for a period of one year. Thereafter, unless otherwise terminated as provided herein, this Agreement shall be renewed automatically for successive one-year periods. 9.2 In addition to (b) This Agreement may be terminated, without any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreementpenalty, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten by either of party upon ninety (1090) calendar days after Engineer’s delivery of days’ prior written notice thereofnotice; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month periodby either party, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on upon written notice to the other party (the “Defaulting Party”), if the other party Defaulting Party: (i) materially breaches this Agreement through no fault of the terminating partyAgreement, and such breach: (i) breach is incapable of cure; , or (ii) being with respect to a material breach capable of cure, remains uncured the Defaulting Party does not cure such breach within thirty (30) calendar days after the non-breaching party provides the breaching party with receipt of written notice of such breach. (3ii) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (iiv) becomes insolvent or is generally unable admits its inability to pay, or fails to pay, pay its debts generally as they become due; (iiiw) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within forty-five (45) days after filing; (ivx) is dissolved or liquidated or takes any corporate action for such purpose; (y) makes or seeks to make a general assignment for the benefit of its creditors; or (vz) applies for or has appointed a receiver, trustee, custodian, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business business. 9.3 If (c) Upon termination of this Agreement is terminated by either partyAgreement, upon the Engineer Company’s request, AST shall be paid for all Services performed through promptly surrender the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up Records to the effective date of terminationCompany or the successor transfer agent provided that on and in accordance with its request, provided that the Company has satisfactorily performed its obligations under Sections 3 and 9 hereof, to the extent applicable.

Term Termination. 9.1 (a) The term of this Agreement commences as of shall commence at the Effective Date andTime and shall continue for two (2) years. (b) Notwithstanding Section 10.1(a) above, unless terminated earlier pursuant either Equifax or Certegy, as the Provider, may terminate provision of Data to any given Recipient if such Recipient materially breaches any of the Agreement's express provisionsterms hereof, will continue in effect until including without limitation the parties have performed their obligations under applicable Supplemental Terms, and the Agreement’s terms breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching Recipient; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and conditions the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (“Term”)60) days. 9.2 In addition to (c) Notwithstanding Section 10.1(a) above, this Agreement may be terminated in its entirety in accordance with any other express termination right set forth elsewhere in this Agreementof the following: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery Upon written agreement of written notice thereof; or the parties; (ii) there have been three (3) By either Certegy or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to Equifax for material breach by the other party of any of the terms hereof if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) breach is incapable of cure; or (ii) being capable of cure, remains uncured not cured within thirty (30) calendar days after written notice of breach is delivered to the non-breaching party provides party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days; (iii) By either Certegy or Equifax, upon written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, to the other if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, makes an assignment of substantially all of its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment assets for the benefit of creditors, or is placed in receivership, reorganization, liquidation or bankruptcy; (iv) By Equifax, upon written notice to Certegy, if, for any reason, the ownership or control of Certegy or any of Certegy's operations becomes vested in, or is made subject to the control or direction of, any direct competitor of Equifax or one of its creditorssubsidiaries, but such termination shall be applicable only with respect to Data provided by Equifax Group members to Recipients that have been affected by the change in control; or or (v) applies By Certegy, upon written notice to Equifax, if, for any reason, the ownership or has appointed a receiver, trustee, custodiancontrol of Equifax or any of Equifax's operations becomes vested in, or similar agent appointed by order is made subject to the control or direction of, any direct competitor of any court of competent jurisdiction to take charge of Certegy or sell any material portion one of its property or business subsidiaries, but such termination shall be applicable only with respect to Data provided by Certegy Group members to Recipients that have been affected by the change in control. 9.3 If this Agreement is terminated by either party(d) Upon any termination pursuant to Sections 10.1(b) or 10.1(c) above, the Engineer involved Providers shall be paid compensated for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer Data provided up to the effective date of terminationtermination in accordance with the provisions of this Agreement.

Term Termination. 9.1 The 10.1. NoldusCare shall continue for the term of this agreed in the Agreement commences or so much longer as of NoldusCare is extended by the Effective Date andParties, unless terminated earlier pursuant in accordance with this Section 10. 10.2. Noldus is entitled to suspend any NoldusCare if (i) the Product is used other than in accordance with the applicable User Documentation, (ii) modification, maintenance or repair is performed by others than Noldus except with Noldus’ prior written consent, (iii) the invoice for NoldusCare is not paid within 30 days of receipt by Customer, (iv) Customer does not comply with the provisions of Sections 6.1-6.3 or (v) in the event of Force Majeure. In the event that ▇▇▇▇▇▇ suspends NoldusCare under (iii) above, such suspension shall be lifted upon receipt by ▇▇▇▇▇▇ of the Agreement's express provisions, will outstanding payment and as of that moment ▇▇▇▇▇▇ shall continue in effect until the parties have performed their obligations services under the Agreement’s terms and conditions NoldusCare for the remainder of the period (“Term”i.e. NoldusCare shall not be extended to compensate for the period under suspension). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement10.3. Either Party may forthwith terminate the NoldusCare with prior written notice upon: (1) Engineer may terminate a. the breach of any material provision of this Agreement, effective on written notice to Owner, if: Agreement by the other Party if (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; breach is not curable or (ii) there have been three if curable, the breaching Party has not cured such breach within 30 (3thirty) day period following receipt of a written notice by the non-breaching Party substantiating such breach ("ingebrekestelling"); b. the filing or more such payment failures institution of bankruptcy, liquidation or receivership proceedings of the other Party or in the preceding twelve (12) month periodevent a receiver or custodian is appointed for the other Party’s business, regardless of whether any such failures were timely curedor if its business is discontinued. 10.4. Noldus may forthwith (2partially) Either party may terminate this Agreement effective on NoldusCare upon prior written notice to the other party if Customer in the other party materially breaches this event that the Product is withdrawn from the market. 10.5. If Noldus suspends NoldusCare pursuant to Section 10.2, except for Force Majeure, or terminates the Agreement through no fault pursuant to Section 10.3, any amount outstanding to Noldus for NoldusCare under the Agreement shall immediately become due and payable, and Customer shall be liable for any interest over such outstanding amount without prejudice to Noldus’ right to demand compensation or Noldus’ right to retention on the Products. 10.6. If Customer terminates the Agreement pursuant to Section 10.3 or Noldus (partially) terminates the Agreement pursuant to Section 10.4, any amount that the Customer owes to Noldus until the date of termination shall immediately become due and payable, and Customer shall be liable for any interest over such outstanding amount without prejudice to Noldus’ right to demand compensation or Noldus’ right to retention on the Products. 10.7. The terms of Sections 2.2, 7, 8, 10, 12 and 13 of the terminating partyGeneral Terms and the terms of Sections 7, 8, 9 and such breach: (i) is incapable 10.7 of cure; these NoldusCare Conditions shall survive termination or (ii) being capable expiration of curethe Agreement. In addition, remains uncured thirty (30) calendar days after any other provisions which are required to interpret and enforce the non-breaching party provides Parties' rights and obligations under the breaching party with written notice Agreement shall also survive any termination or expiration of such breach. (3) Either party may terminate this Agreement, effective immediatelybut only to the extent required for the full observation and performance of the Agreement. 10.8. ▇▇▇▇▇▇ will, at request of the Customer, return all information and documentation provided by the Customer upon termination or completion of the Agreement. This section only applies if the other party: (i) order includes consultancy services. If that is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to paynot the case, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit please ignore pages 9-10 of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business this document. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 8.1. The term of this Agreement commences as on the date of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunderlast signature below, and such failure continues more than ten (10) calendar days after Engineer’s delivery for a period of written notice thereof; or (ii) there have been three (3) years, unless it is earlier terminated pursuant to the terms of this Agreement or more such payment failures in applicable law (the preceding twelve (12) month period, regardless of whether any such failures were timely cured"Initial Term"). 8.2. Upon expiration of the Initial Term, the term of this Agreement will automatically renew for additional successive one (21) Either party year terms unless any Party provides written notice of non-renewal at least one hundred and eighty (180) days prior to the end of the then-current term (each, a "Renewal Term" and together with the Initial Term, the "Term"), unless any Renewal Term is earlier terminated pursuant to the terms of this Agreement or applicable law. The terms and conditions of this Agreement during each such Renewal Term will be the same as the terms in effect immediately prior to such renewal. In the event that any Party provides timely notice of its intent not to renew this Agreement, then, unless earlier terminated in accordance with its terms, this Agreement terminates on the expiration of the Initial Term or then-current Renewal Term, as applicable. 8.3. Each Party may terminate this Agreement effective on upon thirty (30) days’ written notice to the other party Party, if the other party Party materially breaches any provision of this Agreement through no fault of the terminating party, and does not cure such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured breach within such thirty (30) calendar day period. 8.4. Credo may terminate this Agreement immediately upon written notice to BizLink if BizLink challenges the validity of Credo or its licensors’ ownership of any Credo Trademark or other Intellectual Property Right of Credo or its affiliates in any legal process or before any regulatory agency. 8.5. This Agreement shall terminate automatically upon notice from any Party following: (a) the institution by or against another Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such Party’s debts, provided that termination shall not be effective in the event of an involuntary proceeding against such Party if such proceeding is dismissed within ninety (90) days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposefiling thereof; (iib) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make another Party’s making a general assignment for the benefit of its creditors; (c) another Party’s dissolution; or (vd) applies another Party’s cessation of business for a period of ninety (90) days or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business more. 9.3 If 8.6. [RESERVED] 8.7. Upon the expiration or earlier termination of this Agreement, except as expressly set forth in this Agreement, all rights and licenses granted pursuant to this Agreement is terminated by either partyshall terminate, the Engineer and each party shall be paid for released from all Services performed through obligations and liabilities to the effective other occurring or arising after the date of such termination, including reimbursable expenses. In the event of but not any obligations or liabilities arising prior to termination, as well as Sections 1, 5, 6.1.1, 6.1.3, 6.1.4, 6.1.5, 6.2, 7, 8.7, 9.2, 10, 11, 12, 13, 14 and 15 shall survive. The termination of this Agreement shall be without prejudice to the Owner will receive reproducible copies rights of Drawings, Specifications and either party to payment or other documents completed by the Engineer claims due or accrued up to the effective date termination of terminationthis Agreement.

Term Termination. 9.1 (a) The term of this Agreement commences as of begins on the Effective Date andand shall continue until terminated in accordance with the next sentence or in accordance with Section 17(b). Either Party may cause the term of this Agreement to expire at 11:59 p.m. (Central Time) on March 31, unless terminated earlier pursuant 2016 or on any anniversary of that date (March 31, 2016 and any anniversary of that date, the “Annual Expiration Date”) by giving written notice to the other Party of the notifying Party’s intent to terminate this Agreement at least 270 days before the Annual Expiration Date; if that notice is timely given, the term of this Agreement shall expire on the Annual Expiration Date immediately following the date on which that notice was given. Any other reference in this Agreement to the “termination” of this Agreement shall include, without limitation, the expiration of the term set forth in this Section 17(a). (b) Either Party may terminate this Agreement before the expiration of the term set forth in Section 17(a), by giving the other Party written notice of termination, upon any of the Agreement's express provisions, will continue in effect until following events of default by the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, ifParty: (i) Owner the other Party fails to pay any amount when due hereunder, under this Agreement and such that payment failure continues more than for ten (10) calendar days Business Days after Engineer’s delivery of written notice thereofof that payment failure is given by the Party entitled to payment; or (ii) there have been three the other Party continues its failure to perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (3) other than a payment or more such payment failures other obligation addressed in the immediately preceding twelve (12clause) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. that failure (3which describes the failure with reasonable specificity) Either party may terminate this Agreementis given by the Party entitled to performance; (iii) any bankruptcy, effective immediatelyinsolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by the other Party or, if instituted or commenced involuntarily against the other party: Party, is not stayed or dismissed within sixty (i60) is dissolved days after that involuntary institution or liquidated or takes any corporate action for such purposecommencement; (iiiv) the other Party otherwise becomes insolvent or is generally unable insolvent, admits in writing its inability to pay, or fails to pay, pay its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectmature, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit benefits of its creditors, or enters into any workout or similar arrangement with its creditors; (v) the Issuing Bank terminates its agreement(s) with NetSpend pursuant to which NetSpend offers ACE/NetSpend Cards and NetSpend is unable to make alternative arrangements with a Successor Bank in accordance with the terms of Section 18 (other than due to refusal, failure or delay by ACE in entering into an agreement with such Successor Bank) within a commercially reasonable time period thereafter; or (vvi) applies any Party receives a cease & desist order from its regulatory authority with respect to the activities contemplated by this Agreement. Whenever in this section the term “Party” is used in relation to rights of ACE to terminate this Agreement for the action or has appointed a receiver, trustee, custodianinaction, or similar agent appointed an event involving, the other Party, ACE shall have the same termination rights with respect to any such action or inaction by, or event involving, either NetSpend or the Issuing Bank. The Parties may also terminate this Agreement by order mutual written consent. (c) Notwithstanding clause (ii) of Section 17(b), the Parties agree that a Party’s inability or unwillingness to secure, or loss of, any court governmental or regulatory license or authorization in any particular state of competent jurisdiction the United States, including (without limitation) the District of Columbia (a “Lost State”), while maintaining necessary governmental or regulatory licenses or authorizations in one or more other states, shall not alone (i.e., without any other failure to take charge perform by that Party) give the other Party a right to terminate this Agreement as a whole, but will give the other Party the right to cease performing those of its obligations hereunder, after the loss of, or sell failure to obtain within a reasonable time, that license or authorization, which arise or are performable only in, or correspond to or facilitate the performance of the first Party of its obligations hereunder in, the Lost State. (d) A Party’s termination of this Agreement under Section 17(b) shall not be its exclusive remedy for any material default by the other Party or affect such other Party’s responsibility for performing its obligations under this Agreement. (e) Upon termination of this Agreement, each Party shall cease all theretofore permitted use of the other Party’s name, tradenames, trademarks, servicemarks, and logos. Upon termination of this Agreement, NetSpend agrees to (i) continue in good faith in the performance of the services related to the NetSpend Cards pursuant to the terms and provisions of this Agreement until ACE transfers such card services to an alternative card processor(s) and/or card-issuing bank association(s) selected by ACE and (ii) cooperate with ACE and use its best efforts to assist ACE in the transfer of such card services to card processor(s) and/or card-issuing banking association(s) selected by ACE. ACE shall continue to receive its portion of its property or business . 9.3 If this Agreement is terminated by either partythe Customer Fees and the NetSpend Fees until such migration has been completed, which shall occur no later than twelve (12) months from the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event termination of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 (i) This Agreement shall be valid for the Term. This Agreement shall automatically expire by efflux of time, i.e., on the completion of the Term, unless terminated earlier. (ii) The term Term may be extended on terms and conditions to be mutually agreed and recorded in writing between the Parties. (iii) Either Party has a right to terminate this Agreement by a written notice, subject to Applicable Laws, to the other Party in the event of: (a) material breach of this Agreement commences as by the other Party which has not been cured within thirty (30) days of being required in writing to do so; or (b) the bankruptcy, insolvency or appointment of receiver over the assets of the Effective Date and, unless terminated earlier pursuant other Party; or (c) the digital addressable cable TV system license or any other material license necessary for the Operator to operate itsdigital Addressable System being revoked at anytime other than due to the fault of the Operator. (iv) KMSPLshall have the right to terminate this Agreement by a written notice to the Operator if (a)the Operator breaches any of the Agreement's express provisions, will continue Anti Piracy obligations and fails to cure such breach within ten (10) days of being required in effect until writing to do so; or (b) KMSPLdiscontinues the parties have performed their obligations under Subscribed Channelswith respect to all distributors and provides the Agreement’s terms and conditions Operator with at least ninety (“Term”)90) days‟ prior written notice. 9.2 In addition (v) The Operator shall have the right to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective Agreement on written notice to Owner, if: KMSPLif the Operator discontinues its digital Addressable System business and provides at least ninety (i90) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of prior written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curednotice. (2vi) Either party may KMSPLshall have the right to forthwith terminate this Agreement effective on written notice and disconnect/deactivate signals of the Subscribed Channels to the Operator and/or take any other party if the other party materially breaches this Agreement through no fault action as may be appropriate, upon occurrence of any of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach.following: (3a) Either party may terminate this Agreement, effective immediately, if In case of dissolution of the other party: partnership or winding up proceedings against the Operator; (ib) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of terminationassignment of the Agreement by the Operator without prior written approval of KMSPL; (c) Ifthe Operator voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels (including but not limited to entering into an agreement/arrangement with another Broadcaster for operational and/or administrative and/or funding purposes, etc.); (d) In the event KMSPL/ Broadcasters is/are subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of KMSPL/SUN to provide the Subscribed Channels or any part thereof to the Operator or limitthe Operator's right or authorization to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts KMSPL/SUNto provide the Subscribed Channels tothe Operator under the terms of this Agreement; (e) If the Equipment are removed from the Installation Address without prior written consent of KMSPLor is being used or intended to be used, at a place other than the Installation Address; (f) IftheOperator‟s representations, warranties contained in this Agreement are found to be untrue; and (g) Ifthe Operator does not comply with any rules, regulations, orders of TRAI or any other government or statutory body/court or tribunal. (vii) The Parties agree that if any of the agreements between KMSPLand SUN relating to KMSPL‟s right to distribute any of the Subscribed Channels in the Territory is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexure shall be executed between the Parties at mutually agreed terms, subject to applicable law. (viii) KMSPL‟s rights to terminate the Agreement shall be without prejudice to KMSPL‟s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws. (ix) The operator hereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the operator, needs to be reconnected, the Owner will receive reproducible copies operator shall be liable to pay non –refundable re- activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if KMSPL so elects. Further, the Engineer up to the effective date of terminationoperator acknowledges that such re-activation fee does not constitute a penalty.

Term Termination. 9.1 The term This Origination Agreement shall automatically expire and terminate upon the earlier of (i) December 31, 2027 (the “Initial Termination Date”) and (ii) the date upon which either party terminates this Origination Agreement in accordance with its rights to do so prior to the Initial Termination Date. So long as no material breach by either Party shall have occurred which remains uncured, this Agreement commences as of the Effective Date andshall be automatically extended, unless terminated earlier pursuant to without any of the Agreement's express provisions, will continue in effect until action by the parties have performed their obligations under hereto for one (1) additional five (5) year term from and after the Agreement’s terms and conditions Initial Termination Date (the “Extension Term”). 9.2 In addition to . Notwithstanding the foregoing, in the event that (A) a Party shall materially breach any other express termination right set forth elsewhere of its representations, warranties or covenants or shall materially default in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay the performance of any amount when due of its duties or obligations hereunder, and such failure continues more than ten breach or default shall not be substantially cured within sixty (1060) calendar days after Engineer’s delivery of written notice thereof; specifying the breach or (ii) there have default has been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after given by the non-breaching party provides or non-defaulting Party, such non-breaching or non- defaulting Party may, by giving written notice thereof to the breaching party with or defaulting Party, terminate this Agreement for cause as of a future 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 appointment of a conservator, receiver or liquidator shall have been entered against the other Party (the “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) a SL Competitor Change of Control shall have occurred, then at any time after SRT shall have received notice of such breach. (3) Either party may SL Competitor Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for Agreement as of a future date specified in such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit notice of its creditorstermination; or (vD) applies for 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 has appointed a receiver, trustee, custodian, or similar agent appointed by order of (E) SL shall have materially breached any court of competent jurisdiction to take charge of or sell any material portion of its property obligations, representations, warranties or business . 9.3 If 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 is terminated by either partyfor cause as of a future date specified in such notice of termination. The representations, warranties and covenants of the Engineer Parties made herein and the respective obligations of each Party hereunder to indemnify and hold harmless the other Party shall survive the termination of this Origination Agreement. Termination of the Origination Agreement in accordance with these provisions shall have no effect on Mortgage Loan applications in process at the time of such termination, which applications shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up processed to the effective date of terminationclosing or denial.

Term Termination. 9.1 The term This Agreement shall commence on the date hereof and shall, subject to earlier termination pursuant to the provisions of this Agreement commences as Section 9, terminate upon the termination of the Effective Date and, unless Sale and Servicing Agreement. This Agreement may be canceled and terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails at any time hereunder by the Servicer on 10 days notice to pay any amount when due hereunderan Originator, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there by the Trustee or the Co-Trustee on notice to an Originator, at any time after the Trustee or the Co- Trustee, as the case may be, shall have been three (3) become the successor servicer with respect to the Loans or more such payment failures in Home Improvement Loans, as the preceding twelve (12) month periodcase may be, regardless pursuant to Sections 10.01 and 10.02 of whether any such failures were timely cured. (2) Either party may terminate the Sale and Servicing Agreement. In addition, this Agreement effective on written may be canceled and terminated by the Servicer, by notice to the other party if the other party materially breaches this Agreement through no fault of the terminating partyan Originator, if: A. An Originator fails in a material respect to perform its obligations hereunder and such breach: (i) is incapable of cure; does not cure or rectify such failure within 45 days or, (ii) being capable of cure, remains uncured thirty (30) calendar days after if the non-breaching party provides the breaching party with written notice character of such breachcure or rectification is such that it cannot reasonably be effected within 45 days, does not commence such cure or rectification within 45 days and complete the same within a commercially reasonable time thereafter, given the circumstances. B. An Originator becomes insolvent or bankrupt or is placed under conservatorship or receivership. C. An Originator assigns or attempts to assign its rights and obligations hereunder, without written consent of the Servicer, provided that any assignment, transfer or other conveyance of an Originator's rights and obligations hereunder that occurs as a result of a merger, consolidation, reorganization, name change or acquisition of or involving an Originator shall not be construed as an assignment (3or attempted assignment) Either party may terminate under the provisions of this Section 9.C. Upon termination of this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action an Originator will account for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up turn over to the effective date of terminationServicer all funds collected under each Loan for which said termination is effective, less only the compensation, fees and reimbursements then due an Originator, and will deliver to the Servicer or its designee all records and documents relating to each such Loan.

Term Termination. 9.1 (a) The term of this Agreement commences as of shall commence on the Effective Date andand shall continue until December 31 following the Applicable Tax Season; provided, unless terminated earlier pursuant to however, that this Agreement shall automatically terminate upon any termination of the Distributor Agreement. (b) Either Party may terminate this Agreement by giving the other Party written notice of termination upon any of the Agreement's express provisions, will continue in effect until following events of default by the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, ifParty: (i) Owner the other Party fails to pay any amount when due hereunder, under this Agreement and such that payment failure continues more than for ten (10) calendar days Business Days after Engineer’s delivery of written notice thereofof that payment failure is given by the Party entitled to payment; or (ii) there have been three the other Party continues its failure to perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (3) other than a payment or more such payment failures other obligation addressed in the immediately preceding twelve (12clause) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. that failure (3which describes the failure with reasonable specificity) Either party may terminate this Agreementis given by the Party entitled to performance; (iii) any bankruptcy, effective immediatelyinsolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by the other Party or, if instituted or commenced involuntarily against the other party: Party, is not stayed or dismissed within sixty (i60) is dissolved days after that involuntary institution or liquidated commencement; or takes any corporate action for such purpose; (iiiv) the other Party otherwise becomes insolvent or is generally unable insolvent, admits in writing its inability to pay, or fails to pay, pay its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectmature, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit benefits of its creditors, or enters into any workout or similar arrangement with its creditors. (c) NetSpend may terminate this Agreement by giving the Parties written notice of termination upon any of the following events of default by the Franchisee: (i) Franchisee fails to comply with Section 5; (ii) Franchisee continues its failure to perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (other an obligation addressed in the immediately preceding clause) for thirty (30) days after written notice of that failure (which describes the failure with reasonable specificity) is given by Liberty Tax or NetSpend; (iii) any bankruptcy, insolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by Franchisee or, if instituted or commenced involuntarily against Franchisee, is not stayed or dismissed within sixty (60) days after that involuntary institution or commencement; or (viv) applies Franchisee otherwise becomes insolvent, admits in writing its inability to pay its debts as they mature, makes a general assignment for or has appointed a receiver, trustee, custodianthe benefits of its creditors, or enters into any workout or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of arrangement with its property or business creditors. 9.3 If (d) NetSpend’s termination of this Agreement is terminated under this Section 4 shall not be its exclusive remedy for any default by either partyParty or affect either Party’s responsibility for performing its obligations under this Agreement. (e) Upon termination of this Agreement, Franchisee shall cease all theretofore permitted use of the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationNetSpend Marks.

Term Termination. 9.1 The term of this This Agreement commences as of shall be effective for a One (1) Year Period beginning on the Effective Date and(the “Initial Term”). The Initial Term shall automatically renew for an unlimited number of successive one-year period unless otherwise agreed to, unless terminated earlier pursuant to any of the Agreement's express provisionsin writing, will continue in effect until by the parties have performed their obligations under (each a “Renewal Period”). The Initial Term and all Renewal Periods shall be collectively referred to herein as the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If . The Term shall continue until this Agreement is terminated by the first to occur of (i) either party’s election to terminate it upon the expiration of the Initial Term or any Renewal Period thereof, written notice of such election shall be given to the other party at least sixty (60) calendar days prior to the expiration of the Initial Term or any Renewal Period; (ii) the date that is thirty (30) days after either party notifies the other that the other has materially breached this Agreement, and the breaching party fails to cure such breach within such thirty (30) day period, (except a breach as provided in (iv) below which will require no notice); (iii) the date which is thirty (30) days after ES&S notifies the Customer of ES&S intent to terminate the Agreement as a result of the Customer no longer utilizing ES&S’ voter tabulation system with the Ballot On Demand printer purchased and licensed hereunder, (iv) Customer’s failure to make any payment due hereunder within thirty (30) days after it is due or (v) at any time at the option of either party, without future or prospective liability for performance upon giving ninety (90) days written notice thereof. In the Engineer event of termination, Customer will only be liable for its pro rata share of services rendered and goods actually received. In the event of early termination by ES&S due to (a) a breach of this Agreement by Customer, (b) Customer’s failure to pay any amounts owed under this Agreement or (c) the failure of Customer to appropriate funds to make the payments due under this Agreement, Customer shall be paid pay ES&S for all Services products delivered and services performed up through the effective date of termination, Upon termination of this Agreement, Customer shall immediately return all ES&S Software and Documentation (including reimbursable expenses. In the event of terminationany and all copies thereof) to ES&S, the Owner will receive reproducible copies of Drawings, Specifications or (if requested by ES&S) destroy such ES&S Software and other documents completed by the Engineer up Documentation and certify in writing to the effective date of terminationES&S that such destruction has occurred.

Term Termination. 9.1 The 19.1 This Agreement shall have an initial term of this Agreement commences as of three (3) years commencing on the Effective Date and(the “Initial Term”), unless terminated earlier under the provisions of this Section 19. Upon the expiration of the Initial Term, the Agreement shall be automatically renewed for one (1) additional year renewal term unless either Party provides the other Party with 60 days written notice prior to the end of the Initial Term of its election not to renew; provided that at the end of the second year of the Initial Term, the Parties shall negotiate in good faith the Performance Benchmarks for the following three years. 19.2 This Agreement also may be terminated pursuant to any of the Agreement's express following provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1a) Engineer may terminate this AgreementNotwithstanding anything to the contrary, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate event that this Agreement effective on and/or the activities provided for herein become illegal and cannot be resolved through an amendment or modification of the Agreement and/or the Parties’ relationship, either Party may immediately terminate the Agreement upon written notice to the other party if the other party materially breaches Party. (b) In addition, either Party may terminate this Agreement through no fault of the terminating party, and such breach: at any time upon written notice if: (i) is incapable the other Party materially breaches any provision of cure; or (ii) being capable of cure, remains uncured this Agreement and fails to cure the breach within thirty (30) calendar days after following receipt of written notice of such breach from the non-breaching party provides party; (ii) the breaching party with written notice other Party ceases to do business (other than in cases of such breachmerger consolidation, or a sale of assets); (iii) the other Party becomes insolvent or files for bankruptcy protection; (iv) Company’s Cartridges are subject to a recall, or Company manufactures or supplies Cartridges, or utilizes an Intellectual Property Rights, in violation of any applicable law, rule or regulation; and/or. (3v) Either party may terminate Continued performance of the Agreement in whole or in part is no longer feasible due to any change in Applicable Law. (vi) the other Party and/or its principals are convicted of any criminal act or violation that materially affects either Party’s ability to carry out its obligations under this Agreement, effective immediately, if ; and/or (vii) the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) Party’s property becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, subject to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a levy, seizure, forfeiture, general assignment for the benefit of its creditors; or (v) applies , and/or application of sale for or has appointed by any creditor or government agency, and the other Party is unable to operate as a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business result. 9.3 If (c) The Company may also terminate this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up if Distributor fails to the effective date of termination.meet any Performance Benchmarks set forth in Exhibit C.

Term Termination. 9.1 A. The parties agree that the term of this Agreement commences as shall be from the effective date specified in Section 37 of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this AgreementAgreement until: (1) Engineer may terminate this AgreementWith respect to MHEAC Loans and Mississippi Loans, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; the Servicing Agreement expires or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedis terminated. (2) Either party may terminate With respect to Non-Mississippi Loans, the expiration of a period of three (3) years after such effective date; provided that such three (3) year period shall automatically extend each year for an additional one (1) year period unless one of the parties notifies the other in writing at least ninety (90) days prior to December 31 of any year of its intent not to further extend the term of this Agreement effective on written notice with respect to Non-Mississippi Loans. B. This Agreement may be terminated as follows: (1) By mutual agreement of the parties, in writing, at the time so agreed to by the parties; (2) Except as otherwise specifically provided in this Agreement, by either party in writing, in the event the other party if the other party materially breaches this Agreement through no fault of the terminating partyhas in any material respect breached any covenant, obligation, representation or warranty contained herein, and such breach: breach has not been cured within sixty (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (3060) calendar days after the non-breaching party provides the breaching party with date on which written notice of such breach is given to the party committing such breach. (3) Either By either party may terminate this Agreement(the "solvent Party") in writing, effective immediately, if in the event the other party: party (ithe "insolvent Party") is dissolved or liquidated or takes any corporate action files for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, subject to any proceeding under any domestic insolvency or foreign bankruptcy or insolvency law; (iv) proceeding, makes or seeks to make a general an assignment for the benefit of its creditors; creditors or (v) applies for becomes subject to any receivership, conservatorship or has appointed a liquidation, in which case this Agreement may be immediately terminated by the solvent Party by giving written notice of termination to the insolvent Party. In such event, this Agreement shall not constitute assets or property in any insolvency proceeding, and therefore may not be assigned to any trustee, receiver, trustee, custodian, creditor or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business the other third party. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. (4) In the event that Lender shall determine that it will be unable to provide funding for Loans under this Agreement solely as a result of terminationLender having inadequate funds available for such funding, and Lender has used its best efforts to obtain such funding, then the Owner will receive reproducible copies Lender shall have the right to terminate this Agreement by providing one hundred twenty (120) days advance written notice to CFS. C. Termination or expiration of Drawingsthe Agreement shall not terminate or affect any rights, Specifications and other documents completed by the Engineer up obligations or liabilities of either party that arose prior to the effective date of such expiration or termination. D. All Applications for Mississippi Loans and MHEAC Loans that have been initiated by CFS prior to termination of this Agreement shall be processed by CFS and submitted to the Lender for funding under this Agreement, and the Lender shall pay all amounts due to CFS as a result of any Completed Application so submitted to it by CFS, unless (1) such processing, funding or payment is unlawful, or (2) such Completed Application is submitted by CFS to the Lender more than ten (10) business days after the effective date of termination of this Agreement.

Term Termination. 9.1 18.1 Individual orders shall be deemed issued and accepted only upon signature of the respective Order Form by both Parties. The term of this Agreement commences shall be governed by the provisions set forth in the respective Addendum or the Order Form. Unless the Parties agree otherwise in writing, each term will automatically recommence for a renewal term with the same duration as the initial term if not neither Party terminates the Addendum with at least gives 60 (sixty) days’ notice before the end of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)relevant term. 9.2 In addition 18.2 Without prejudice to any other express termination right set forth elsewhere in this Agreement: (1) Engineer rights or claims, a Party may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether Addendum at any such failures were timely cured. (2) Either party may terminate this Agreement effective on time for good cause by written notice to the other party if Party. 18.3 Good cause exists for a Party if: a) the other party materially Party breaches a material obligation under these General Terms (e.g. Clause 21) or the corresponding Addendum and this Agreement through no fault of breach cannot be remedied or the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured breaching Party has not remedied this breach within thirty (30) calendar days after the nonreceipt of a written (text form, in particular e-breaching party provides the breaching party with written notice of such breach. (3mail is not sufficient) Either party may terminate this Agreement, effective immediately, if notification from the other party: Party in which the breach of obligation is described in detail and in which, in addition, the possible legal consequence of the termination of the contract is pointed out; b) the other Party substantially breaches a material obligation under these General Terms or the corresponding Addendum; c) the other Party ceases or announces its intention to cease all or a substantial part of its business, unless the foregoing occurs in the context of a restructuring (ie.g., a merger) is dissolved or liquidated or takes any corporate action for such purpose; (iiand the Party undergoing the restructuring assures that it will continue to comply with these General Terms and the Addenda; d) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise the other Party becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; , which is not fully stayed within seven (iv7) days or is not dismissed or vacated within forty-five (45) days after filing; e) the other Party makes or seeks to make a general assignment for the benefit of its creditors; or (vor f) applies for or the other Party has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business business. 9.3 If this Agreement is terminated by either party18.4 Good cause, in particular, also exists for Roboyo if: a) the Engineer shall be paid for all Services performed through Customer does not fulfil its payment or cooperation obligations even after receipt of a first written reminder (text form) from Roboyo setting a grace period of at least thirty (30) calendar days and expressly threatening to terminate the effective date of termination, including reimbursable expenses. In contract in the event of termination, that payment is not made in full even within this grace period; b) the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by Customer uses the Engineer up contractual services contrary to the right of use granted or uses or passes on information or materials contrary to the agreement; or c) a third-party provider/manufacturer from whom Roboyo procures contractual services under an Addendum terminates the contractual relationship concerning this contractual service with the Customer. The termination right pursuant to Clause 14.6 remains unaffected by this Clause 18.4. 18.5 If the Customer undergoes a change of control or if Roboyo can prove that the Customer will undergo a change of control within the next two (2) months, Roboyo is entitled to terminate any Addendum with a notice period of four (4) weeks. 18.6 The provisions of these General Terms and the Addenda which are intended to survive termination or expiry, in particular the provisions under Clauses 15, 16, 21 and 25 of these General Terms, shall remain effective date of terminationafter termination or expiry.

Term Termination. 9.1 (i) This Agreement shall be valid for the Term. This Agreement shall automatically expire by efflux of time, i.e., on the completion of the Term, unless terminated earlier. (ii) The term Term may be extended on terms and conditions to bemutually agreed and recorded in writing between the Parties. (iii) Either Party has a right to terminate this Agreement by a written notice, subject to Applicable Laws, to the other Party in the event of: (a) material breach of this Agreement commences as by the other Party which has not been cured within thirty (30) days of being required in writing to do so; or (b) the bankruptcy, insolvency or appointment of receiver over the assets of the Effective Date and, unless terminated earlier pursuant other Party; or (c) the digital addressable cable TV system license or any other material license necessary for the Operator to operate itsdigital Addressable System being revoked at anytime other than due to the fault of the Operator. (iv) KMSPLshall have the right to terminate this Agreement by a written notice to the Operator if (a)the Operator breaches any of the Agreement's express provisions, will continue in effect until the parties have performed their Anti Piracy obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and cure such failure continues more than breach within ten (10) calendar days after Engineer’s delivery of written notice thereofbeing required in writing to do so; or (iib) there have been three KMSPLdiscontinues the Subscribed Channelswith respect to all distributors and provides the Operator with at least ninety (390) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cureddays‟ prior written notice. (2v) Either party may The Operator shall have the right to terminate this Agreement effective on written onwritten notice to KMSPLif the other party if the other party materially breaches this Agreement through no fault of the terminating party, Operatordiscontinues its digital Addressable System business and such breach: provides atleast ninety (i90) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with prior written notice of such breachnotice. (3vi) Either party may KMSPLshall have the right to forthwith terminate this AgreementAgreement and disconnect/deactivate signals of the Subscribed Channels to the Operator and/or take any other action as may be appropriate, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order upon occurrence of any court of competent jurisdiction to take charge the following: (a) In case of dissolution of the partnership or sell any material portion of its property or business .winding up proceedings against the Operator; 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. (b) In the event of terminationassignment of the Agreement by the Operator without prior written approval of KMSPL; (c) Ifthe Operator voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels (including but not limited to entering into an agreement/arrangement with another Broadcaster for operational and/or administrative and/or funding purposes, etc.); (d) In the event KMSPL/ Broadcasters is/are subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of KMSPL/SUN to provide the Subscribed Channels or any part thereof to the Operator or limitthe Operator's right or authorization to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts KMSPL/SUNto provide the Subscribed Channels tothe Operator under the terms of this Agreement; (e) If the Equipment are removed from the Installation Address without prior written consent of KMSPLor is being used or intended to be used, at a place other than the Installation Address; (f) IftheOperator‟s representations, warranties contained in this Agreement are found to be untrue; and (g) Ifthe Operator does not comply with any rules, regulations, orders of TRAI or any other government or statutory body/court or tribunal. (vii) The Parties agree that if any of the agreements between KMSPLand SUN relating to KMSPL‟s right to distribute any of the Subscribed Channels in the Territory is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexure shall be executed between the Parties at mutually agreed terms, subject to applicable law. (viii) KMSPL‟s rights to terminate the Agreement shall be without prejudice to KMSPL‟s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws. (ix) The Operatorhereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the Operator, needs to be reconnected, the Owner will receive reproducible copies Operatorshall be liable to pay non –refundable re-activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if KMSPL so elects. Further, the Engineer up to the effective date of terminationOperatoracknowledges that such re-activation fee does not constitute a penalty.

Term Termination. 9.1 The term of this 12.1 This Agreement commences as of shall commence on the Effective Commencement Date and, unless terminated earlier pursuant subject to any of the Agreement's express provisionsclauses 12.2, will continue and 12.6 below, shall remain in full force and effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month months from Completion or, if earlier, the date on which all Transitional Services have been terminated. The Recipient shall be entitled to terminate each Transitional Service on the notice period, regardless of whether any if any, set out in the relevant Term Sheet, and upon such failures were timely curedtermination the fees relating to that Transitional Service shall cease, and an appropriate adjustment to the amount payable shall be credited to the Recipient. (2) 12.2 Either party may terminate this Agreement effective on forthwith by written notice to the other party if in the event that the other party materially breaches party: becomes insolvent; has a liquidator, administrator, administrative receiver or receiver appointed in respect of the whole or any part of its assets; has an order or resolution made or passed for winding-up; enters into a composition generally with its creditors; takes any equivalent action, or any equivalent action occurs in any other jurisdiction; or shall cease to carry on business. 12.3 The Provider may terminate this Agreement through no fault immediately at any time by written notice to the Recipient if: (a) either of the terminating partyparties constituting the Recipient commits a material breach of this Agreement (including any breach of its payment obligations under this Agreement) which is not remediable, and such breach: (i) is incapable of cure; or (ii) being capable of cureif remediable, remains uncured it has failed to remedy within thirty (30) calendar days after the non-breaching party provides the breaching party with of receiving written notice requiring it to do so; (b) the Purchaser fails to pay any of such breachthe Deferred Consideration properly due under the the Share Purchase Agreement within thirty (30) days of the due date for payment; or (c) any of the Intra Group Guarantees are enforced against any member of the Seller’s Group. (3) Either party may 12.4 The right to terminate this Agreement contained in this clause 12 and the exercise of it shall not prejudice any other right or remedy of either party in respect of any breaches of this Agreement, effective immediately, if . 12.5 Termination or expiry of this Agreement (for whatever reason) shall be without prejudice to the other party: respective rights and liabilities of each of the parties accrued prior to such termination or expiry. 12.6 All rights and obligations of the parties shall cease to have effect immediately upon termination or expiry of this Agreement save that: (ia) is dissolved clauses which are expressed to survive its termination or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payexpiry, or fails which, from their nature or context, it is contemplated that they are to paysurvive termination or expiry; and (b) any provision of this Agreement necessary for its interpretation or enforcement, its debts as they become due; shall continue in force following termination or expiry of this Agreement (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business whatever reason). 9.3 If 12.7 Where this Agreement is terminated by either party, in accordance with clause 12.1 the Engineer shall be paid Provider will arrange for all Services performed through Customer Data to be transferred to the effective Recipient on the date of termination, including reimbursable expenses. In The Recipient agrees that it will take such steps as are necessary to ensure that the event of termination, the Owner will receive reproducible copies of Drawings, Specifications transfer to and other documents completed processing by the Engineer up to Recipient of the effective date of terminationCustomer Data, will comply with applicable data protection law.

Term Termination. 9.1 The term of this This Agreement commences as of shall be effective for a One (1) Year Period beginning on the Effective Date and(the “Initial Term”). The Initial Term shall automatically renew for an unlimited number of successive one-year period unless otherwise agreed to, unless terminated earlier pursuant to any of the Agreement's express provisionsin writing, will continue in effect until by the parties have performed their obligations under (each a “Renewal Period”). The Initial Term and all Renewal Periods shall be collectively referred to herein as the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If . The Term shall continue until this Agreement is terminated by the first to occur of (i) either party’s election to terminate it upon the expiration of the Initial Term or any Renewal Period thereof, the Engineer written notice of such election shall be paid for all Services performed through given to the effective other party at least sixty (60) calendar days prior to the expiration of the Initial Term or any Renewal Period; (ii) the date that is thirty (30) days after either party notifies the other that the other has materially breached this Agreement, and the breaching party fails to cure such breach within such thirty (30) day period, (except a breach as provided in (iv) below which will require no notice); (iii) the date which is thirty (30) days after ES&S notifies the Customer of terminationES&S intent to terminate the Agreement as a result of the Customer no longer utilizing ES&S’ voter tabulation system with the Ballot On Demand printer purchased and licensed hereunder, including reimbursable expensesor (iv) Customer’s failure to make any payment due hereunder within thirty (30) days after it is due. In the event of terminationearly termination by ES&S due to (a) a breach of this Agreement by Customer, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up (b) Customer’s failure to the effective date of termination.pay any amounts owed under this Agreement or

Term Termination. 9.1 1. The term of this Agreement commences as of shall be from the Effective Date andthrough June 30, unless terminated earlier pursuant 2002. 2. Either party to this Agreement may, at any time at its election, terminate this Agreement forthwith and shall have no further obligations hereunder by delivering written notice of termination to the non-terminating party upon occurrence of any one or more of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, iffollowing events: (i) Owner fails except with respect to pay the payment obligations contained in Section 5 hereof, any amount when due hereunder, and material breach by either party of any of the obligations established hereunder or other written agreements between the parties if such breach continues for thirty (30) days after receipt by the breaching party of notice specifying such breach in reasonable detail; (ii) failure continues more than to make payment in accordance with Section 5 hereof within ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been the date upon which a payment is due pursuant to Section 5 if such breach continues for three (3) or more such payment failures in days after receipt by the preceding twelve (12) month period, regardless breaching party of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of curea demand for immediate payment; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) either party voluntarily files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectin bankruptcy, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of creditors, otherwise seeks relief from its creditors; creditors under any federal or (v) applies for or has appointed a receiverstate bankruptcy, trusteeinsolvency, custodianreorganization, or similar agent appointed moratorium statute, or either party is the subject of an involuntary petition in bankruptcy which is not set aside within sixty (60) days of its filing. 3. Upon termination of this Agreement, or upon any written request from ViaCord, PCT agrees to relinquish to ViaCord any HUCB(s) (contained in freezers), patient file(s), processing record(s) and/or any capital equipment (including freezers) paid for by order ViaCord under this Agreement; provided, however, that ViaCord has paid in full for the Services related to any such * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. AGREEMENT FOR HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES HUCB(s), patient file(s), processing record(s) and/or capital equipment. PCT shall provide any reasonable accommodations, at ViaCord's expense, for the transfer of any court of competent jurisdiction to take charge of such HUCB(s), patient file(s), processing record(s) or sell any material portion of its property or business capital equipment. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term of this (a) This Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and shall continue in effect until full force and for the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: longer of (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten a period of five (105) calendar days after Engineer’s delivery of written notice thereof; years or (ii) there have been three (3) or more such payment failures through the completion of Services, unless earlier terminated in the preceding twelve (12) month period, regardless of whether any such failures were timely curedaccordance with this Section 23. (2b) Either party Subject to Section 23(e), this Agreement may be terminated in the following ways: (i) The Parties may terminate this Agreement effective on by mutual written agreement at any time prior to Completion. (ii) Customer may terminate this Agreement for any reason by giving Gallus no less than ninety (90) days written notice. (iii) Gallus may terminate this Agreement at any time up to completion of the Process Demonstration Stage by giving written notice to Customer if Gallus reasonably believes that it will be unable to carry out and complete the other party Services in accordance with the Work Statement due to discovery of a factor which: (A) adversely affects the development of the Process; or (B) adversely affects production of Product by the Process when conducted in accordance with the Gallus SOP; Provided that in either case the factor was not known and could not reasonably have been known at the commencement of the applicable Stage of the Program and provided further that Gallus has used commercially reasonable efforts in its attempts to address the factor prior to such termination. (iv) Either Party may terminate this Agreement if the other party materially breaches is in material breach of this Agreement through no fault of the terminating party, and does not rectify such breach: breach (i) if such breach is incapable of cure; or (ii) being capable of cure, remains uncured remedy) within fourteen (14) calendar days for monetary defaults or thirty (30) calendar days after the for non-breaching party provides monetary defaults (or such additional time reasonably necessary to cure such non-monetary default provided the breaching party with Party has commenced a cure within the thirty (30) day period (or such other period as is reasonably practicable) and is diligently pursuing completion of such cure) after receipt by the breaching Party of written notice of such breachdefault. (3v) Either party Party may terminate this Agreement, effective immediately, Agreement immediately by giving written notice if the other party: (i) is dissolved has a liquidator, receiver, manager receiver or liquidated administrator appointed, or takes any corporate action for such purpose; (ii) becomes insolvent ceases to continue trading or is generally unable to pay, pay debts or fails to pay, its debts as they become due; (iii) files the equivalent occurs in any jurisdiction in which the other is resident or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business carried on business. 9.3 If this (c) The following provisions shall apply if the Agreement is terminated by either partymutual agreement under Section 23(b)(i), Customer terminates for convenience under Section 23(b)(ii), or Gallus terminates due to technical issues under Section 23(b)(iii) or for Customer’s material breach or insolvency under Section 23(b)(iv) or 23(b)(v): (i) Customer shall pay to Gallus all sums incurred up to the Engineer date of termination but not yet paid, including sums which have been incurred but not invoiced at the date of termination (including all sums due in relation to items referred to in Section 8), and (ii) Customer shall pay to Gallus: (A) except where Gallus terminates due to technical issues under Section 23(b)(iii) relating to cancellation of such of the Non-GMP Stages as may be uncompleted at termination (including the effect of redeployment of the Program team), an amount as set forth below to cover Gallus’s cost to wind down the Program: (a) [*****] (b) [*****] (c) [*****] (B) for the avoidance of doubt, Gallus shall retain all deposits or advance payments made under an applicable Work Statement, including without limitation, manufacturing suite reservation fees and deposits. (d) If the Agreement is terminated by Customer for Gallus’s un-remedied material breach under Section 23(b)(iv), Customer’s total remedy for such breach shall be equivalent to any monies paid to Gallus, less a sum in consideration for all Services performed through provided by Gallus in carrying out the effective Program and completed as of the date of termination, including reimbursable expensestermination but not affected by the breach. In the event absence of terminationagreement upon such sum, the Owner provisions of Section 17 shall apply. On termination for any reason, Gallus will receive reproducible copies return, ship, or destroy Materials at the Customer’s direction and sole expense, including expenses relating to shipping costs, return fees to vendors and any unreimbursed costs on any non-refundable or non-returnable items. (e) The termination of Drawings, Specifications and this Agreement for any reason shall not relieve either Party of its obligation to the other documents completed by the Engineer up Party for obligations in respect of compensation for services performed prior to the effective date of such expiration or termination. The following provisions shall survive any expiration or termination of this Agreement: Sections 1, , 2(c), 2(d), 4(c), 4(d), 5(b), 8, 10, 11(b), 12, 13, 14, 16 through 20 and 22 through 29.

Term Termination. 9.1 The term of this 6.1 This Agreement commences as of the Effective Date andshall commence on _______________, unless terminated earlier pursuant to any of the Agreement's express provisions, will and shall continue in effect until terminated in writing pursuant to the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)following provisions of this Section 6. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) 6.2 Either party may terminate this Agreement effective on in writing without cause upon 90 days prior written notice to the other party if party, such termination not to be effective prior to (insert time frame). 6.3 3FPL shall have the other party materially breaches right to terminate this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured on thirty (30) calendar days' prior written notice if Shipper has failed to comply with the terms for payment of any undisputed amount for more than thirty (30) days, and such amount remains outstanding for more than thirty (30) days after written demand for payment by 3FPL. Either party may cancel or modify this contract with a 30 day written notice 6.4 Shipper shall have the right to terminate this Agreement immediately on notice to 3FPL, if, in the reasonably judgment of Shipper, 3FPL has failed to provide Transportation Logistics Services in accordance with the required standards, or has consistently failed to provide such services on a timely basis, as set forth in Exhibit (list exhibit letter), provided 3FPL has been notified in writing and such failure(s) continues for thirty (30) days after receipt by 3FPL of such notice. 6.5 If either party files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, then the other party may immediately terminate this Agreement on notice. 6.6 Shipper shall have the right to terminate this Agreement immediately if 3FPL fails to maintain the licenses referred to in Section 2 of this Agreement or subcontracts Transportation Services to a Carrier not duly licensed. 6.7 In the event of a breach of this Agreement not set specifically forth in Sections 6.3 through 6.6, the non-breaching party provides shall have the right to terminate the Agreement upon thirty (30) days' prior written notice delivered by registered mail, return receipt requested, to the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationunless such breach is cured within thirty (30) days from notice.

Term Termination. 9.1 (a) The term of this Agreement commences shall commence as of the date of this Agreement (the "Effective Date and, unless terminated earlier Date") and shall remain in effect so long as the Schedules and Service Requests issued pursuant to any of this Agreement remain in effect. Each Schedule and Service Request executed hereunder shall include such term and termination provisions as are mutually agreed upon between the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)parties. 9.2 In addition to any other express termination right (b) Notwithstanding the term set forth elsewhere above or in a Service Request, in the event either party to this Agreement: (1) Engineer Agreement shall fail to perform or observe any material term, covenant, agreement or warranty, the other party may immediately terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and Agreement and/or the applicable Schedule or Service Request if such failure continues more than ten (10) calendar is not corrected within 30 days after Engineer’s delivery of written notice thereof; or thereof to the other party (iiprovided however if the failure cannot reasonably be corrected within 30 days and the defaulting party has commenced a cure of its performance during such thirty (30) there have been three (3) or more day period and proceeds to cure the default, the time for curing such payment failures in default shall be extended for such period as may be necessary to cure the preceding twelve (12) month period, regardless of whether any such failures were timely cureddefault). (2c) Either If, during the term of this Agreement either party shall cease doing business or if a petition in bankruptcy shall be filed (voluntary or involuntary) with respect to a party, the other party may terminate this Agreement effective on upon 10 days written notice to the other party if party. (d) Multex shall be responsible for the other party materially breaches this Agreement through no fault payment of the terminating partyany and all taxes (including but not limited to sales, use, withholding, gross receipts or excise taxes) imposed on any Services or Research provided to third parties. ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall not be responsible, and Multex shall pay or reimburse ▇▇▇▇▇▇▇ ▇▇▇▇▇ for payment of any tax related to Research provided to any third party. Multex agrees to notify ▇▇▇▇▇▇▇ ▇▇▇▇▇ of any tax liability or potential tax liability, and of any pending or threatened tax audit or other proceeding that could lead to the imposition of tax liability against ▇▇▇▇▇▇▇ ▇▇▇▇▇ and shall afford ▇▇▇▇▇▇▇ ▇▇▇▇▇ all reasonable opportunity to participate in any such breach: audit or proceeding affecting its interests. ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall be responsible for the payment of any and all taxes (iincluding but not limited to sales, use, withholding, gross receipts or excise taxes) is incapable imposed on its receipt of cure; any Services or Research provided hereunder. (iie) being capable Should ▇▇▇▇▇▇▇ ▇▇▇▇▇ fail to pay when due any sum of curemoney due under this Agreement, remains uncured the Schedules or a Service Request and such failure shall continue for a period of thirty (30) calendar days after the non-breaching party provides the breaching party with notice thereof, Multex, at its option, may, upon written notice of such breach. (3) Either party may terminate this Agreementthereof, effective immediately, if the other party: (i) is dissolved terminate the applicable Schedule or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business Service Request. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term of this 6.1 This Agreement commences as of shall come into force on the Effective Date and, for an initial term of [***] year (the “Expiration Date”) unless terminated earlier pursuant to any in accordance with the provisions of this Agreement. This Agreement shall automatically be extended for subsequent one-year-periods ending on anniversaries of the Agreement's express provisionsExpiration Date, will continue in effect until unless either Party receives a written termination notice from the parties have performed their obligations under other Party not later than three (3) months prior to the Agreement’s terms and conditions (“Term”)Expiration Date or an anniversary of the Expiration Date. 9.2 In addition 6.2 [***] shall be entitled to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than Agreement ten (10) calendar days after Engineer’s delivery of following written notice thereof; or if zSpace fails to pay the purchase price for any of the Products in accordance with the payment terms hereunder (ii) there have been three (3) or more such payment failures in time being of the preceding twelve (12) month period, regardless of whether any such failures were timely curedessence). (2) 6.3 Either party may Party shall be entitled to terminate this Agreement effective on written by giving notice in writing to the other party Party to take immediate effect if (a) the other Party commits any material breach of this Agreement and, if the other party materially breaches this Agreement through no fault of breach may be remedied, fails to remedy the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured same within thirty (30) calendar days after the non-breaching party provides the breaching party with receipt of a written notice giving full particulars of such breach. the breach and requiring it to be remedied; or (3b) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) Party becomes insolvent or is generally unable to pay, or fails to pay, meet its debts obligations as they become fall due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; , files a petition for bankruptcy, permits a petition in bankruptcy to be filed against it which is not dismissed within ninety (90) days or (v) applies if a receiver is appointed for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion substantial part of its property or business assets. 9.3 If 6.4 Any obligations of the Parties pursuant to those sections which by their nature are intended to survive the expiration or termination of this Agreement, including without limitation, Section 4 (Trademark License), Section 5 ( Ordering and Delivery of Product, Payment Terms), Section 8 (Indemnification, Limitation of Liability) and Section 9 (Confidentiality) shall survive such expiration or termination of this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationremain valid in accordance with their terms.

Term Termination. 9.1 (i) This Agreement shall be valid for the Term of one (01) year from the effective date of this agreement and/or shall be extended on mutual consent in writing. This Agreement shall automatically expire by efflux of time, i.e., on the completion of the Term, unless terminated earlier. (ii) The term Term may be extended on terms and conditions to be mutually agreed and recorded in writing between the Parties. (iii) Either Party has a right to terminate this Agreement by a written notice, subject to Applicable Laws, to the other Party in the event of: (a) material breach of this Agreement commences as by the other Party which has not been cured within thirty (30) days of being required in writing to do so; or (b) the bankruptcy, insolvency or appointment of receiver over the assets of the Effective Date and, unless terminated earlier pursuant other Party; or (c) the addressable system license or any other material license necessary for the DTH OPERATOR to operate its Addressable System being revoked at any time other than due to the fault of the DTH OPERATOR. (iv) SSCL shall have the right to terminate this Agreement by a written notice to the DTH OPERATOR if (a) the DTH OPERATOR breaches any of the Agreement's express provisions, will continue Anti-Piracy obligations and fails to cure such breach within ten (10) days of being required in effect until writing to do so; or (b) SSCL discontinues the parties have performed their obligations under Subscribed Channels with respect to all distributors and provides the Agreement’s terms and conditions DTH OPERATOR with at least ninety (“Term”)90) days‟ prior written notice. 9.2 In addition (v) The DTH OPERATOR shall have the right to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective Agreement on written notice to Owner, if: SSCL if the DTH OPERATOR discontinues its Addressable System business and provides at least ninety (i90) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of prior written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curednotice. (2vi) Either party may SSCL shall have the right to forthwith terminate this Agreement effective on written notice and disconnect/deactivate signals of the Subscribed Channels to the DTH OPERATOR and/or take any other party if the other party materially breaches this Agreement through no fault action as may be appropriate, upon occurrence of any of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach.following: (3a) Either party may terminate this Agreement, effective immediately, if In case of dissolution of the other party: partnership or winding up proceedings against the DTH OPERATOR; (ib) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of terminationassignment of the Agreement by the DTH OPERATOR without prior written approval of SSCL; (c) If the DTH OPERATOR voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels (including but not limited to entering into an agreement/arrangement with another Broadcaster for operational and/or administrative and/or funding purposes, etc.); (d) In the event SSCL/ Broadcasters is/are subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of SSCL to provide the Subscribed Channels or any part thereof to the DTH OPERATOR or limit the DTH OPERATOR's right or authorization to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts SSCL to provide the Subscribed Channels to the DTH OPERATOR under the terms of this Agreement; (e) If the Equipment are removed from the Installation Address without prior written consent of SSCL or is being used or intended to be used, at a place other than the Installation Address; (f) If the DTH OPERATOR’s representations, warranties contained in this Agreement are found to be untrue; and (g) If the DTH OPERATOR’s does not comply with any rules, regulations, orders of TRAI or any other government or statutory body/court or tribunal. (vii) SSCL’s rights to terminate the Agreement shall be without prejudice to SSCL’s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable laws. (viii) The DTH OPERATOR hereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the DTH OPERATOR, needs to be reconnected, the Owner will receive reproducible copies DTH OPERATOR shall be liable to pay non –refundable re-activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if SSCL so elects. Further, the Engineer up to the effective date of terminationDTH OPERATOR acknowledges that such re-activation fee does not constitute a penalty.

Term Termination. 9.1 The (a) Unless terminated earlier or extended in accordance with this Section 12, the term of this Agreement commences (the “Term”) shall commence as of the Effective Closing Date andand shall expire twelve (12) months after the Closing Date; provided, unless however, that (i) if an earlier termination date for a Transition Service is set forth in an Exhibit or another Section of this Agreement, the provisions of this Agreement with respect to such Transition Service shall terminate on such earlier termination date, and (ii) this Agreement is not otherwise earlier terminated earlier pursuant to its terms. (b) Subject to Sections 3 and 5(e), the Receiving Party may elect to extend the term of any Transition Services or the Term of this Agreement by an additional three (3) months, subject to a fifteen percent (15%) increase in the amounts payable in respect of such Transition Services pursuant to Section 5 during such three (3) month period. Such election must be made in writing to the Providing Party not less than thirty (30) days prior to the expiration of the term for such Transition Services or the Term of this Agreement, as applicable. (c) This Agreement, or specific Transition Services provided hereunder, may be terminated before the completion of the Term: (i) by mutual agreement of the Parties; (ii) by the Providing Party as expressly set forth in this Agreement; (iii) by the Providing Party, on the one hand, or the Receiving Party, on the other hand, for material breach by the other of any of the terms hereof if such material breach is not cured within forty-five (45) days after written notice of such breach is delivered to the breaching Party (and if the Providing Party is an Affiliate of Seller or service provider of Seller, such written notice will be delivered to Seller by the applicable Buyer Receiving Party); (iv) by the Providing Party, on the one hand, or the Receiving Party, on the other hand, in the event of the filing by or against the other Party of a petition in bankruptcy, or the appointment of a receiver of such other Party or any substantial portion of such other Party’s assets, or any proceeding or reorganization for the benefit of the other Party’s creditors, or upon the other Party becoming insolvent; or (v) with respect to any or all Transition Service(s) and except as may otherwise be noted in the attached Exhibits, by the Receiving Party for any reason in its sole and absolute discretion. Such termination will be effective upon the later of (i) thirty (30) days after written notice of such termination is received by the Providing Party, or (ii) if such written notice is given later than the first day of any calendar month, the end of the second full calendar month after such notice is given (for illustrative purposes only, a termination notice delivered under this Section 12(c)(v) on June 15, 2013, shall be effective on August 31, 2013). (d) Upon termination or expiration of this Agreement's express provisions, will continue in effect until or particular Transition Services hereunder, the parties Providing Party shall have performed their no further obligation hereunder to provide such particular Transition Services (and any Transition Services related thereto or dependent thereon); provided, however, that, notwithstanding any other provision of this Agreement, no obligation of a Party accruing hereunder prior to such expiration or termination shall be terminated or otherwise relieved and the rights and obligations of the Parties under Sections 5 (except for the Agreementaudit rights under Section 5(i)(ii), which shall only survive the termination or expiration of this Agreement for six (6) months), 7, 9, 10 (but solely with respect to the removal of property), 11, 12, 13, 14, 15, 16 and 17 and all of the Receiving Party’s payment obligations with respect to any accrued but unpaid amounts owed hereunder subject to the terms and conditions of this Agreement shall survive any expiration or termination hereof. (e) In addition, in the event that the Providing Party terminates this Agreement or any of the Transition Services provided hereunder as set forth in clauses (c)(ii), (c)(iii), or (c)(iv) of this Section 12, or if the Receiving Party terminates this Agreement or any of the Transition Services provided hereunder as set forth in (c)(v) of this Section 12, then the Receiving Party shall pay any and all costs, expenses, penalties, interest and the like imposed on or incurred by the Providing Party by third parties in connection with such termination. (i) The Parties acknowledge and agree that certain Transition Services are reliant on other Transition Services, such that the extension, suspension, termination or expiration of one such Transition Service (any such event, a “TermTrigger Event”) would affect a Providing Party’s ability to provide the related Transition Services. Each group of related Transition Services is identified on the Exhibits attached hereto by a particular “bucket”. Notwithstanding anything to the contrary in this Agreement and unless the Parties otherwise mutually agree in writing after evaluating the totality of the Transition Services included in a particular bucket at the time of a Trigger Event, no Trigger Event may occur with respect to a particular Transition Service as provided herein, unless such Trigger Event also concurrently applies to all other Transition Services included in the same bucket (the “Triggered Transition Services”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3If the Parties mutually agree in writing that the effect of a Trigger Event described in Section 12(f)(i) on the Triggered Transition Services can be limited to one or more specific regions, countries, or locations, then the Parties may mutually agree in writing to limit the effect of such payment failures in Trigger Event on the preceding twelve (12) month periodTriggered Transition Services to such specific regions, regardless of whether any such failures were timely curedcountries, or locations. (2iii) Either party may terminate this Agreement effective If (A) the Parties mutually agree in writing that the effect of a Trigger Event described in Section 12(f)(i) on written notice the Triggered Transition Services can be limited to the other party if the other party materially breaches this Agreement through no fault some but not all of the terminating partyTransition Services included in the same bucket, and such breach: (i) is incapable of cure; or (iiB) being capable of cure, remains uncured thirty the Receiving Party elects (30pursuant to Section 12(b) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payotherwise), or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or the Parties otherwise becomes subject, voluntarily or involuntarilyagree, to continue any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for Transition Services beyond the benefit of its creditors; or (v) applies for or has appointed a receiverTerm, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement so long as at least one Transition Service from such bucket is terminated by either partyprovided, the Engineer shall be paid Receiving Party will continue to pay the full costs for all Transition Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationin that same bucket.

Term Termination. 9.1 The 18.1 This Agreement shall have an initial term of this Agreement commences as of two (2) years commencing on the Effective Date and, unless terminated earlier pursuant to any of (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”). 9.2 In addition to any other express termination right set forth elsewhere , unless earlier terminated by either Party for breach of exclusivity clauses as described in this Agreement: section 3.2 upon sixty (160) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if Party. Upon the expiration of the Initial Term, the Agreement shall be automatically renewed for one (1) additional year renewal term unless either Party provides the other party materially breaches Party with ninety (90) days written notice prior to the end of the Initial Term of its election not to renew. 18.2 This Agreement also may be terminated pursuant to the following provisions: (a) Notwithstanding anything to the contrary, in the event that this Agreement and/or the activities provided for herein become illegal and cannot be resolved through no fault an amendment or modification of the terminating partyAgreement and/or the Parties’ relationship, and such breach: either Party may immediately terminate the Agreement upon written notice to the other Party. (b) In addition, either Party may terminate this Agreement at any time upon written notice if: (i) is incapable the other Party materially breaches any provision of cure; or (ii) being capable of cure, remains uncured this Agreement and fails to cure the breach within thirty (30) calendar days after following receipt of written notice of such breach from the non-breaching party provides the breaching party with written notice of such breach.party; (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) the other Party ceases to do business (other than in cases of merger consolidation, or a sale of assets); (iii) the other Party becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; protection; (iv) makes continued performance of the Agreement in whole or seeks in part is no longer feasible due to make a any change in Applicable Law; (v) the other Party and/or its principals are convicted of any criminal act or violation that materially affects either Party’s ability to carry out its obligations under this Agreement; and/or (vi) the other Party’s property becomes subject to any levy, seizure, forfeiture, general assignment for the benefit of its creditors; or (v) applies , and/or application of sale for or has appointed a receiver, trustee, custodian, by any creditor or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business government agency. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term of this 1. This Agreement commences shall enter into force as of the Effective Date and, unless terminated earlier pursuant to any day of the Agreement's express provisions, will continue in effect its execution and shall have a duration until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: earlier of (i) Owner fails to pay any amount when due hereunder, 18 months from the date hereof and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless DPLTA Effective Date. It may be terminated by mutual written consent of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on the Parties and unilaterally by giving written notice to the other party with immediate effect 1.1 by either Party if the other party materially breaches this Agreement through no fault of SPA is not entered into at the terminating party, and such breach: latest on 28 February 2011 (the “Target Date”), 1.2 by the Company if (i) is incapable of cure; or the Bidder has not made the Tender Offer Announcement by the Target Date at the latest, (ii) being capable of curethe Bidder has not submitted the Offer Document to the FSA by the Tender Offer Submission Date at the latest, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or the Bidder has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectnot published the Offer Document by the Offer Publication Date at the latest, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes insolvency proceedings are opened over the assets of Amerigon or seeks to make a general assignment for the benefit of its creditors; Bidder, or (v) applies for the opening of insolvency proceedings over the assets of Amerigon or the Bidder is rejected due to lack of sufficient funds, 1.3 and by Amerigon if (i) the Bidder has appointed a receivernot submitted the Offer Document to the FSA by the Tender Offer Submission Date at the latest, trustee, custodian, (ii) insolvency proceedings are opened over the assets of the Company or similar agent appointed by order (iii) the opening of any court insolvency proceedings over the assets of competent jurisdiction the Company is rejected due to take charge lack of or sell any material portion of its property or business sufficient funds. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses2. In the event of terminationtermination of this Agreement all further obligations of the Parties under this Agreement will terminate, except as otherwise set forth in this Agreement and except that the duties and obligations of the Parties under Secs. VII., VIII. and IX. below (“Confidentiality”, “Notices” and “Miscellaneous”) remain unaffected; provided, however, that if termination is declared by one Party because of the breach of this Agreement by another Party, or because one or more of the conditions to the terminating Party’s obligations under this Agreement have not been satisfied as a result of another Party’s failure to comply with its obligations under this Agreement, the Owner terminating Party’s right to pursue all legal remedies will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationsurvive such termination unimpaired.

Term Termination. 9.1 10.1 The term Licence Agreement shall enter into force on the Commencement Date and unless otherwise specified in the Order shall have an initial duration of this 12 months, continuing in force thereafter for further periods of twelve months. Either party may terminate the Licence Agreement commences as with effect from the end of the Effective Date and, unless terminated earlier pursuant to any then-current period by giving the other party written notice of such termination not less than 60 days before the expiry of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)then-current period. 9.2 In addition to any other express termination right set forth elsewhere 10.2 The Licence Agreement may be terminated by notice in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, ifwriting forthwith: (i) Owner by ▇▇▇▇▇’s, if Customer, having been sent a written reminder, fails to pay any amount when sums payable under the Licence Agreement or any other debt due hereunderto Glass’s within 30 days after the due date; (ii) by either party if the other commits any material breach of any term of the Licence Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same; (iii) by either party if the other convenes a meeting of its creditors or if a proposal is made for a voluntary arrangement or for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts or if a trustee receiver, administrator or administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up or bankruptcy of the other or for the making of an administration order (otherwise than for the purpose of a solvent amalgamation or reconstruction); and (iv) by Glass’s, if Customer breaches any of the licence terms under this Licence Agreement, and such failure continues more than has not within ten (10) calendar business days of the date of a reasonably detailed written notice, cured all breaches of licence limitations or restrictions. 10.3 Any termination of the Licence Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after Engineer’s delivery such termination which shall include without limitation clause 4 which shall survive termination of written notice thereof; or the Licence Agreement by either Party. 10.4 Within 7 days of the termination of the Licence Agreement (iiwhich shall include termination of the licence to use any back-up copies) there have been three (3) or more such payment failures Customer shall in the preceding twelve (12) month period, regardless case of whether any Products for use with computer equipment at Glass’s sole option either return or destroy all such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications Products in its possession or control and other documents completed by the Engineer up a duly authorised officer of Customer shall certify in writing to the effective date of termination.Glass’s that Customer has complied with this obligation.‌‌

Term Termination. 9.1 a. The initial term of the MSA will begin upon execution by both Customer and Apex and will continue in full force and effect until the termination or expiration of the last Order then in effect. The initial term of each Order, and the initial term of the Customer’s subscription for the Services described in the Order (the “Initial Service Term”), begins upon the effective date of that Order and will continue for the period set forth in the Order. If no period is specified in the Order, the Initial Service Term will be a period of two (2) years commencing on the effective date of the Order (subject to survival of the terms thereof as described in Section 3(f), below). The term of this Agreement commences as of an Order will renew for additional successive periods equal to the Effective Date andterm specified in the Order (or, unless terminated earlier pursuant to any of the Agreement's express provisionsif none is specified, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: for successive one (1) Engineer year periods) (each, a "Renewal Service Term”) unless either party notifies the other party in writing of its election to not renew such Order at least thirty (30) days prior to the then-expiring term. The Initial Service Term and all Renewal Service Terms for a particular Order are individually and collective referred to the "Service Term." b. Apex may terminate this AgreementAgreement or any Order, effective on or suspend the provision of Services under any Order, immediately upon written notice to Owner, Customer if: (i) Owner Customer commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice of the same (other than Customer’s failure to pay any amount amounts when due hereunderdue, which must be cured within five (5) business days after written notice of the same); (ii) Customer becomes the subject of any involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors and such failure continues more than ten proceeding is not dismissed within sixty (1060) calendar days after Engineerfiling; or (iii) commits a material breach of this Agreement that is incapable of remedy, including, without limitation Customer’s delivery or any End User’s breach of any license restrictions, intellectual property ownership rights or any restrictive covenants under this Agreement or any End User Terms. c. Customer may terminate this Agreement or any Order immediately upon written notice thereofto Apex if: (i) Apex commits a material breach of this Agreement and fails to cure such breach within sixty (60) days after written notice of the same; or (ii) there have been three (3) Apex becomes the subject of any involuntary petition in bankruptcy or more such payment failures in the preceding twelve (12) month periodany voluntary proceeding relating to insolvency, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating partyreceivership, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payliquidation, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment composition for the benefit of its creditors; creditors and such proceeding is not dismissed within sixty (60) days after filing. d. Apex may cancel or (v) applies for or has appointed a receiver, trustee, custodiansuspend the provision of any Service, or similar agent appointed by order portion thereof, upon reasonable notice to Customer if the provision of that Service, or any portion thereof, is determined to be a violation of any court applicable law or regulation or of competent jurisdiction any Apex license in any jurisdiction, or is no longer permitted under any of the same. Further, Apex's ability to take charge of provide the Services may be subject to various licenses or sell any material portion of other agreements (each a "Service Agreement") between Apex and its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expensesthird party suppliers. In the event of the expiration or termination of any applicable Service Agreement, Apex will use commercially reasonable efforts to obtain alternative suppliers in order to avoid suspension or disruption in the Services. If Apex is unable, for any reason, to obtain such an alternative or replacement Service Agreement, or if Apex reasonably determines that the provision of any Services would be a violation of any applicable law or regulation or any Apex license in any jurisdiction or is no longer permitted under any of the same, Apex may terminate all affected Orders upon written notice to Customer without any liability to Customer. Apex will give Customer at least sixty (60) days prior written notice to Customer (or, if it is not possible to give 60 days notice, as much notice as possible under the circumstances) of the termination or expiration of a Service Agreement governing Apex's ability to deliver the Services, or any other condition arising under such Service Agreement that is likely to adversely affect Customer's use of the Services or Apex's ability to provide the Services. If Apex terminates any Order pursuant to this Section 3(d), and Customer has prepaid for any Services under that Order, then Apex will, after applying such prepayment to all fees and charges due under the Agreement, return the unused portion of such prepayment to Customer within forty-five (45) days after the date of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to . e. Upon the effective date of termination of any Order: (i) Apex will immediately cease providing the Services set forth in such Order, and Customer will immediately cease using such Services; and (ii) any and all payment obligations of Customer under such Order for Services provided through the date of termination will be immediately due and payable. If Customer fails to pay such amounts when due, then Apex may impose the late fees set forth in Section 2(c). In addition to the foregoing, and except as otherwise set forth in an Order, within thirty (30) days of termination of this Agreement as a whole, each party will return or certify the destruction of all Confidential Information (defined hereafter) of the other party in its possession and will not make or retain any copies of such Confidential Information, except as otherwise expressly permitted by this Agreement or as required (an only to the extent necessary) to comply with any applicable legal, archival or accounting recordkeeping requirement; provided, however, that all such retained data will remain subject to the confidentiality provisions of Section 7 of these General Terms. f. Except as otherwise set forth in a notice of termination, termination of any Order will not serve to terminate any other Order or this MSA or the parties’ respective obligations thereunder. The definitions herein and the respective rights and obligations of the parties under Sections 3(d)-(f), 5(c) and 6-9, 10(b) and 11-12 will survive any termination or expiration of this Agreement.

Term Termination. 9.1 12.1 The term of Employee’s employment under this Agreement commences as of shall commence on January 3, 2013 and shall terminate on October 29, 2014 (the Effective Date and“Expiration Date”), unless terminated subject to earlier termination pursuant to Section 12.2. 12.2 Employee’s employment with Employer may be terminated prior to the Expiration Date as follows: (a) by Employer for Cause (as defined in Section 12.3 of this Agreement), upon Employer’s delivery of notice thereof to Employee; (b) by Employer without Cause at any time, upon Employer’s delivery of notice thereof to Employee; (c) by Employee for Good Reason (as defined in Section 12.4 of this Agreement), upon Employee’s delivery of notice to Employer that Employee is terminating his employment because, pursuant to Section 12.4(b) of this Agreement, Employer failed to cure or eliminate a fact or circumstance constituting “Good Reason; or (d) by Employee without Good Reason, upon Employee’s delivery of notice thereof to Employer. 12.3 As used in this Agreement, “Cause” shall mean any of the Agreement's express provisionsfollowing: (a) Employee’s death; (b) Employee’s disability resulting in an inability to perform his duties, will continue as set forth in Section 1 hereof, for a period of 180 consecutive days; (c) conduct by Employee that amounts to fraud, personal dishonesty, incompetence, breach of fiduciary duty involving personal profit, gross negligence or willful misconduct in the performance of or intentional failure to perform his stated Duties; (d) the conviction (from which no appeal may be, or is, timely taken) of Employee of a felony or willful violation of any law, rule or regulation (other than traffic violations or similar offenses); (e) any federal or state regulatory authorities acting under lawful authority pursuant to provisions of federal or state law or regulation which may be in effect until from time to time exercises any power granted to it by law or regulation to remove, prohibit or suspend Employee from participating in the parties conduct of Employer’s affairs; (f) Employee’s willful violation of any final cease-and-desist order; (g) Employee’s knowing violation of federal or state banking laws or regulations which are likely to have performed their obligations a material adverse effect on Employer, as determined by the Board of Directors or CEO of Employer; (h) refusal by Employee to timely perform a reasonable and duly authorized directive of the Board of Directors or CEO of Employer that is clearly communicated to Employee by the Board of Directors or CEO and that is consistent with the scope of Employee’s duties under the Agreement’s terms and conditions (“Term”). 9.2 In addition this Agreement unless Employee in good faith believes that such performance would cause Employee to breach his fiduciary duties to Employer or that such performance would constitute a violation of any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice federal or state law or regulation that is applicable to Owner, if: Employer or Employee; or (i) Owner fails to pay Employee’s material breach of any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery provision of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term of this 3.1. This Agreement commences will become effective as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, stated above. Producer will continue to produce Products based on the Guarantee provided by Dreyer’s. Dreyer’s, in effect until its sole discretion, can with or without cause, can terminate this Agreement at any time prior to the parties have performed their obligations under nine (9) months period from the Agreement’s terms and conditions Effective Date (“TermTermination Date”). If Dreyer’s elects to cancel this Agreement prior to the nine (9) month time period, Dreyer’s will provide Producer thirty (30) days prior written notice of its intent to terminate (“Notification Date”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) 3.2. Either party may terminate this the Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved files a voluntary petition under any bankruptcy or liquidated insolvency law, or takes files a voluntary petition under the reorganization or arrangement provisions of any corporate action for law of any jurisdiction, or has proceedings under any such purposelaws instituted against it which are not terminated within ninety (90) days of such commencement; (ii) becomes insolvent or is generally unable to payinsolvent, bankrupt, or fails admits in writing of its inability to pay, its pay all debts as they become due; (iii) files mature or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its or enters into any composition or arrangement with creditors; or (viii) authorizes, applies for for, or has appointed consents to the appointment of a receiver, trustee, custodianor liquidator of all or a substantial part of its assets, or similar agent appointed by order has proceedings seeking such appointment commenced against it which are not terminated within ninety (90) days of any court of competent jurisdiction to take charge of or sell any material portion of its property or business such commencement. 9.3 If 3.3. Either party may terminate this Agreement for cause by providing written notice to the other party describing the specific material obligations that such party has failed to meet in this Agreement. Upon a party’s receipt of the other party’s notice, such party will have thirty (30) days to cure the breach. If the party is terminated by either partyunable to cure such breach within such thirty (30) day period, the Engineer shall be paid for all Services performed through non-breaching party may, upon written notice to the effective date breaching party terminate this Agreement. Notwithstanding the foregoing, if the breach is incapable of termination, including reimbursable expenses. In the event of terminationcure, the Owner non-breaching party may terminate this Agreement immediately. 3.4. The terms and conditions of this Agreement which would naturally survive termination of this Agreement will receive reproducible copies survive the termination of Drawingsthis Agreement for any reason, Specifications and other documents completed in addition to any obligations to make payments of amounts that are due under this Agreement. 3.5. Upon termination or expiration of this Agreement, (a) Within thirty (30) days after the Notification Date, Producer will make available the Product in accordance with Section 8 hereof, all remaining finished goods inventory of the Products being stored by the Engineer up Producer pursuant to the effective date terms of terminationthis Agreement.. (b) Producer will have no further right or obligation to manufacture the Products; and (c) Neither a request for the Products by Dreyer’s, if any, nor production by Producer pursuant to any such request will be construed as a renewal or extension hereof or as a waiver of termination or expiration hereof.

Term Termination. 9.1 The term (a) Subject to the further provisions of this Section 4 and except as expressly provided with respect to a specific Service in Annex A or Annex B, this Agreement commences as of shall commence on the Effective Date and, unless this Agreement is terminated earlier pursuant to any of the Agreement's its express provisions, will continue in effect until shall end on the parties have performed their obligations under date one year following the Agreement’s terms and conditions Effective Date (the “TermTermination Date”). 9.2 In addition ; provided that if a Party desires and the other Party agrees to any other express termination right set forth elsewhere continue Services after the Termination Date, the Parties shall negotiate in this Agreement: (1) Engineer may terminate this Agreement, good faith to determine an agreed-upon extension period which shall only be effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures if memorialized in the preceding twelve (12) month period, regardless of whether any such failures were timely cureda writing signed by both Parties. (2b) Either party Notwithstanding anything to the contrary contained herein or in Annex A or Annex B, the Recipient may terminate this Agreement effective any individual Service on a Service-by-Service basis (and/or location-by-location basis where an individual Service is provided at multiple locations of Recipient) upon prior written notice to the other party if Provider identifying the other party materially breaches this Agreement through no fault of the terminating party, particular Service (or location) to be terminated and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In which date shall be not less than thirty days after receipt of such notice. (c) This Agreement may be terminated as to all or any portion of the Services prior to the expiration of the term of this Agreement as set forth in Section 4(a), upon written notice as set forth below: (i) by either Party, if the other Party commits a material breach of any provision of this Agreement and such material breach continues for a period of 30 days following a written request to cure such breach; or (ii) by either Party, upon written notice to the other Party, in the event that the other Party hereto shall (1) file a petition in bankruptcy, (2) become or be declared insolvent, or become the subject of terminationany proceedings (not dismissed within sixty (60) days) related to its liquidation, insolvency or the appointment of a receiver, (3) make an assignment on behalf of all or substantially all of its creditors, or (4) take any corporate action for its winding up or dissolution. (d) Following any termination of this Agreement, each Provider shall cooperate in good faith with the Recipient to transfer records and take all other actions reasonably requested by the Recipient to enable the Recipient to make alternative arrangements for the provision of services substantially consistent with the Services provided pursuant to this Agreement. (e) Each Recipient specifically agrees and acknowledges that all obligations of the Provider to provide each Service for which the Provider is responsible hereunder shall immediately cease upon the termination of this Agreement. Upon the cessation of the Provider’s obligation to provide any Service, the Owner will receive reproducible Recipient shall immediately cease using, directly or indirectly, such Service (including any and all software of the Provider or third party software provided through the Provider, telecommunications services or equipment, or computer systems or equipment). (f) Upon termination of a Service with respect to which the Provider holds books, records or files, including current or archived copies of Drawingscomputer files, Specifications and other documents completed owned by the Engineer up Recipient and used by the Provider in connection with the provision of a Service to the effective date Recipient, the Provider will return all such books, records or files as soon as reasonably practicable; provided, however, that the Provider may make a copy, at its expense, of terminationsuch books, records or files for archival purposes only.

Term Termination. 9.1 The term of this 15.1 This Agreement commences as of shall come into force on the Effective Date and, unless terminated earlier pursuant in accordance with this Agreement, shall remain in force until the expiry of all the Patents 15.2 The Licensee shall have the right to terminate this Agreement on giving the Licensor not less than three (3) months' written notice of termination 15.3 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, the Licensor may terminate this Agreement immediately by giving written notice to the Licensee if any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreementfollowing circumstances occurs: (1a) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner the Licensee fails to pay any amount when due hereunder, under this Agreement on the due date for payment and such failure continues more than ten remains in default not less forty-five (1045) calendar days after Engineer’s delivery being notified in writing to make such payment; (b) the Licensee commits a material breach of written notice thereof; or this Agreement (ii) there have been three (other than failure to meet its obligations under clause 3) or more and (if such payment failures breach is remediable) fails to remedy that breach within twenty-eight (28) days of being notified in the preceding twelve (12) month period, regardless of whether any such failures were timely cured.writing to do so; (2c) Either party may terminate this Agreement effective on written notice the Licensee suspends, or threatens to the other party if the other party materially breaches this Agreement through no fault suspend, payment of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent its debts or is generally unable to pay, or fails to pay, pay its debts as they become due; fall due or admits inability to pay its debts or (iiibeing a company) files or has filed against it is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment in connection with the winding-up of the Licensee other than for the benefit sole purpose of its creditors; a scheme for a solvent amalgamation of the Licensee with one or more other companies or the solvent reconstruction of the Licensee; (ve) applies an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over the Licensee; (f) a floating charge holder over the assets of the Licensee has become entitled to appoint or has appointed an administrative receiver; a receiver, trustee, custodianperson becomes entitled to appoint a receiver over the assets of the Licensee or a receiver is appointed over the assets of the Licensee; (h) a creditor or encumbrancer of the Licensee attaches or takes possession of, or similar agent appointed by order a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days; (i) any court of competent event occurs, or proceeding is taken, with respect to the Licensee in any jurisdiction to take charge which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 15.3(c) to Clause 15.3(h) (inclusive); (j) the Licensee suspends or sell any material portion ceases, or threatens to suspend or cease, to carry on all or a substantial part of its property business; or (k) the Licensee breaches any of its obligations under clause 6.1(b) or business (c), or the Licensee materially breaches any of its obligations under clause 6.1(a). 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 A. The term TERM of this Agreement commences as shall be for one year and commence on JUNE 1, 1996. This Agreement is automatically extended from year to year thereafter until terminated in one of the Effective Date andfollowing ways: 1. This Agreement may be cancelled at any time during the original term or any extension thereof, unless terminated earlier pursuant to for any reason whatsoever, by either of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions hereto upon giving thirty (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (130) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if hereto. The Company may appoint a new Representative during this notice period. 2. This Agreement may be cancelled by the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured Company on thirty (30) calendar days after the non-breaching party provides the breaching party with written notice if the Representative fails to comply fully and faithfully with any of such breachthe terms of this Agreement. 3. This Agreement may be cancelled by the Representative on thirty (330) Either party may terminate days written notice if the Company fails to comply fully and faithfully with any of the terms of this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses4. In the event that either party hereto shall commit an act of bankruptcy or file voluntary petition of bankruptcy, or be declared bankrupt in an involuntary proceeding, or file for a plan under the Bankruptcy Act, or place its affairs in the hands of a receiver, or enter into a composition or the benefit of creditors, or perform any other act based upon or due to its inadequate credit position, then the other party to this Agreement may terminate this Agreement immediately by written notice of termination to the other party. 5. The Company shall not, for any reason whatsoever, including but not limited to the termination, the Owner will receive reproducible copies cancellation or expiration of Drawingsthis Agreement, Specifications and other documents completed by the Engineer up be liable to the effective date Representative for compensation, reimbursement or damages, either on account of terminationexpenditures, investments or commitments made in connection therewith, development or maintenance of the Representative's business goodwill, or on account of any other thing or cause whatsoever.

Term Termination. 9.1 The term of this 6.1 This Agreement commences shall become effective as of the Effective Date anddate first above written, unless terminated earlier pursuant to any and shall terminate thirty (30) days after MACO’s receipt of the last installment as provided in Section 4.1 (3) of this Agreement's express provisions; provided, will continue in effect until the parties have performed their obligations under the Agreement’s terms however, that provisions of Articles 3, 4, 5 and conditions (“Term”)6 shall survive any expiration or termination hereof. 9.2 In addition 6.2 This Agreement shall, at either party’s Option, terminate upon the occurrence of any one or more of the following events and without any prejudice to any other express termination right set forth elsewhere in rights which such party might have under this Agreement: (1a) Engineer may terminate this Agreementin the event that any application for bankruptcy, effective on written notice to Ownerreceivership, if: liquidation or other similar proceeding against the other party is made by the other party or any third party; (ib) Owner fails to pay in the event that assets of the other party are seized or attached, in conjunction with any amount when due hereunderaction against the other party by any third party; (c) in the event that the other party is dissolved, or that a sale of all of the assets of the other party is made; (d) in the event that the other party breaches any provision of Section 5.1; (e) in the event the other party shall have been in a breach and/or default (including, but not limited to, a default in making payment of any portion of remuneration provided in Article 4 hereof), and that such failure continues more than ten breach and/or default shall not have been corrected within ninety (1090) calendar days after Engineer’s delivery receipt of written notice thereof; specifying the nature of such breach and/or default, provided that no failure or (ii) there delay on the part of any party to exercise its rights of termination of this Agreement for any one or more of breaches and/or defaults shall be construed to prejudice its rights of termination for any other or subsequent breaches and/or defaults. 6.3 Expiration or termination of this Agreement for any reason whatsoever shall not affect the rights of the parties hereto which shall have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedaccrued hereunder. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 (a) The term of this Agreement commences the Licenses shall commence as of the Effective Date and, unless sooner terminated earlier pursuant to any of the Agreement's express provisionsas provided hereunder, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreementshall expire as follows: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails As to pay any amount when due hereundereach Licensed Product in each country, and the Licenses shall expire upon the expiration of the last of the Valid Claims of the Licensed Patents to expire with respect to such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or Licensed Product in such country. (ii) there have been three (3) or more such payment failures The Licenses shall expire in their entirety upon the preceding twelve (12) month period, regardless termination of whether any such failures were timely curedthe all Valid Claims of all Licensed Patents with respect to all Licensed Products in all countries. (2b) Either Following the expiration of the Licenses with respect to a Licensed Product in a country pursuant to Section 3.12(a)(i), OXiGENE shall have the royalty-free, perpetual right to continue to make, have made, use, sell, offer for sale, have sold and export such Licensed Product in such country. Following the expiration of all Licenses in their entirety pursuant to Section 3.12(a)(ii), OXiGENE shall have the royalty-free, perpetual right to continue to make, have made, use, sell, offer for sale, have sold and export all Licensed Products in all countries. (c) Each party may shall have the right to terminate this Agreement effective on written the Licenses, upon notice to the other party if party, in the event that such other party materially breaches defaults with respect to any of its material obligations under this Agreement through no fault and does not cure such default within [********] after the receipt of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after a notice from the non-breaching party provides specifying the nature of, and requiring the remedy of, such default (or, if such default cannot be cured within such [*********] period, if the breaching party with written notice does not commence and diligently continue actions to cure same during such [********] period). Any termination pursuant to this Section 3.12(c) shall be without prejudice to any of such breachthe non-breaching party's other rights under this Agreement, and in addition to any other remedies available to it by law or in equity. (3d) Either party may terminate Provided that OXiGENE is not in material breach of any obligation under this Agreement at the time of any termination of the Licenses pursuant to Section 3.12(c), OXiGENE shall have the right for one year thereafter to dispose of all Licensed Product then in its inventory and to complete manufacture of and dispose of any work-in-progress then being manufactured, as though this Agreement had not terminated. OXiGENE shall pay royalties thereon, in accordance with the provisions of this Agreement, effective immediatelyas though this Agreement had not terminated. (e) Upon any termination of any of the Licenses, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payall relevant sublicenses granted by OXiGENE under this Agreement shall terminate simultaneously, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarilynevertheless, to Section 3.12(d). (f) Termination, relinquishment or expiration of this Agreement for any proceeding under reason shall be without prejudice to any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks rights which shall have accrued to make a general assignment for the benefit of its creditors; either party prior to such termination, relinquishment or (v) applies for expiration. Such termination, relinquishment or has appointed a receiver, trustee, custodian, expiration shall not relieve either party from obligations which are expressly indicated to survive termination or similar agent appointed by order expiration of any court of competent jurisdiction to take charge of or sell any material portion of its property or business this Agreement. 9.3 If (g) Termination, relinquishment or expiration of this Agreement is terminated by either shall not terminate a party's obligation to pay all royalties, milestone payments and other monetary obligations that may have accrued hereunder prior to such termination. All of the Engineer parties' rights and obligations under Sections 1, 2.3, 2.4(b), 2.5, 3.2(b), 3.4, 3.8, 3.11, 3.12(b), (f) and (g), 4.3, 4.6, 4.12, 4.13 and 4.14 shall be paid for all Services performed through the effective date of survive termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationrelinquishment or expiration hereof.

Term Termination. 9.1 4.1 The term Initial Term of any particular Order will be set forth in such Order, along with the terms under which an Order will renew (“Renewal Terms”). Absent Renewal Terms in an Order, such Order will renew on a month-to-month basis at the same rates or fees until a successor Order is executed by the parties or termination by Company. The Initial Term and any Renewal Terms are collectively the Term of an Order. The Term of this Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)last Order hereunder expires or is terminated. 9.2 4.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either either party may terminate this Agreement or the relevant Order, effective on written notice to the other party party, if the other party materially breaches this Agreement through no fault of the terminating partyAgreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) . Either party may terminate this Agreement, effective immediatelyimmediately upon written notice to the other party, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (iia) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iiib) files or has filed against it it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (ivc) makes or seeks to make a general assignment for the benefit of its creditors; or (vd) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business business.‌ 4.3 Upon expiration or termination of the Agreement, Company will discontinue use of the Products. Upon expiration or termination of the Agreement, Supplier shall promptly return or permanently destroy any and all Company Data within its possession and certify in writing to Company that the Company Data has been deleted or destroyed. If Company terminates the Agreement or an Order pursuant to Section 4.2, Supplier shall refund a pro rata portion of amounts pre-paid by Company. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 9.1. The term Agreement enters into force at the moment that IFS performs a first test transaction (effective date). 9.2. Unless otherwise specified in the Individual Agreement, the Agreement is entered into for a fixed period of this Agreement commences one year as of the Effective Date and, unless terminated earlier pursuant to any of effective date (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”). The Merchant can cancel the Agreement without costs by sending a registered letter to IFS within three days as of signature of the Individual Agreeement, providing the Terminal was not yet delivered. 9.2 9.3. Following the Initial Term or any subsequent term, the contractual term is automatically renewed in accordance with article 9.5, unless one of the parties has terminated the Agreement. 9.4. In addition to any other express termination right case an unlimited period of time has been agreed, as set forth elsewhere out in this Agreement: (1) Engineer may terminate this the Individual Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either each party may terminate this the Agreement effective on at all times, by means of a written notice and subject to the other party if the other party materially breaches this Agreement through no fault a notice period of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breachdays. 9.5. In case of a fixed term, as set out in the Individual Agreement or in the present Conditions, the Initial Term of the Agreement is automatically renewed for successive one year periods (3) Either party may terminate this Agreementeach a “Subsequent Term”), effective immediately, if unless the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either partyone of the parties by means of a written notice three (3) months prior to the expiry of the Initial Term, or, as the case may be, of a Subsequent Term. During the Initial Term and/or any Subsequent Term, the Engineer shall Agreement may only be paid terminated for all Services performed through cause in accordance with articles 9.6, 9.7 or 16. 9.6. Articles 9.4 and 9.5 do not affect the effective date right of terminationeach party to terminate the Agreement with immediate effect for cause. A cause is, including reimbursable expensesinter alia, cessation of the Merchant’s business activities in the Territory. 9.7. In Moreover, IFS is entitled to terminate the event Agreement with immediate effect for cause, for instance, in the following situations: • if, after the Agreement has been concluded, IFS becomes aware of terminationcircumstances illustrating that the Merchant misrepresented his business operations, in particular his range of goods or services; • if the Merchant is in payment default in respect of two payments and fails to make these payments in spite of a reminder with a payment deadline, • if the Merchant’s financial situation materially deteriorates (except if the Merchant is subject to judicial restructuring (“réorganisation judiciaire” / ”gerechtelijke reorganisatie”). This can be reflected, inter alia, by filing a petition in bankruptcy, instituting insolvency proceedings or the rejection of initiating such a procedure due to insufficient assets to cover the costs for such proceedings , • if the Merchant repeatedly violates his obligations, or in particular the duty of care obligations under this Agreement, • if the activities of IFS under this Agreement are or become unlawful without an administrative license or if the activities are prohibited by the supervisory authorities, • in case of a change of ownership in respect of the business operations of the Merchant, • if the Merchant objects to the changed requirements under article 14, • in case of criminal conduct of the Merchant; this also applies in case of reasonable suspicion of criminal conduct of the Merchant, • in case of a breach of one of the Merchant’s obligations under article 16 of this Agreement • if a Card Association imposes fines on IFS, due to the Merchant’s negligence. 9.8. Moreover, the Owner will receive reproducible copies of DrawingsMerchant is entitled to terminate the Agreement with immediate effect for cause, Specifications and other documents completed for instance, in the following situations: • if IFS’s financial situation materially deteriorates (except if IFS is subject to judicial restructuring (“réorganisation judiciaire” / ”gerechtelijke reorganisatie”). This can be reflected, inter alia, by filing a petition in • if a Card Association imposes fines on the Engineer up Merchant, due to the effective date of terminationIFS’ negligence. 9.9. Termination notices must be given in writing. Each party is also entitled to terminate the Agreement in part.

Term Termination. 9.1 The term of this (A) This Agreement commences shall commence as of the Effective Date andand shall continue through and include May 31, unless terminated 2019 (the "LEASE TERM"), subject to earlier pursuant to any of the Agreement's express provisions, will continue termination as described in effect until the parties have performed their obligations under the Agreement’s terms and conditions Subsections (“Term”)B) or (C) below. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1B) Engineer may terminate this Agreement, effective on written notice to Owner, ifThe following shall constitute an event of default ("EVENT OF DEFAULT") by Customer: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) Customer makes or seeks to make a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; (ii) an involuntary petition in bankruptcy, other insolvency protection against Customer is filed and not dismissed with one hundred twenty (120) days; (iii) Customer fails to pay any amount due under SECTION 3 when due and fails to cure such non-payment within ten (10) days after receipt of written notice of default from MCI WorldCom; or (viv) applies for Customer materially fails to observe and perform any other material term or has appointed a receiver, trustee, custodian, or similar agent appointed by order provision of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement and such failure continues for a period of thirty (30) days after written notice of default from MCI WorldCom (or if such failure is terminated not reasonably susceptible of a cure within such thirty (30) day period, cure has not been commenced and diligently pursued thereafter to completion). Upon the occurrence of an Event of Default by either partyCustomer, then MCI WorldCom may terminate this Agreement or the Engineer Term with respect to any Leased Capacity, in whole or in part, in which event MCI WorldCom shall be paid for all Services performed through the effective date of termination, including reimbursable expenseshave no further duties or obligations hereunder. In the event that MCI WorldCom shall, at the request of terminationCustomer, reinstitute the Owner will receive reproducible copies provision of DrawingsServices hereunder, Specifications Customer shall be liable for any costs and expenses arising out of and occasioned by such suspension and reinstitution. (C) If (i) MCI WorldCom makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; (ii) an involuntary petition in bankruptcy, other documents completed insolvency protection against MCI WorldCom is filed and not dismissed with one hundred twenty (120) days; or (iii) MCI WorldCom fails to observe and perform any other term or provision of this Agreement and such failure continues for a period of thirty (30) days after written notice from Customer (or if such failure is not reasonably susceptible of a cure within such thirty (30) day period, cure has not been commenced and diligently pursued thereafter to completion), then Customer may, terminate this Agreement or the Term with respect to any Leased Capacity, in whole or in part, in which event Customer shall have no further duties or obligations hereunder. (D) Termination of this Agreement shall not operate as a waiver of any breach by a party of any of the Engineer provisions hereof and shall be without prejudice to any rightful remedies of either party which may arise as a consequence of such breach or which may have accrued hereunder up to the effective date of such termination.

Term Termination. 9.1 The term of this a. This Supplemental Agreement commences shall commence as of the Effective Date anddate first shown above, unless and shall continue for an indefinite period until terminated earlier pursuant in the manner prescribed in this paragraph. Not withstanding any termination or expiration of this Supplemental Agreement, any and all warranties, representations or agreements to any of the Agreement's express provisions, will continue hold harmless shall survive such termination and remain in effect until the parties have performed their obligations under the Agreement’s terms full force and conditions (“Term”)effect. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either b. Any party may terminate this Supplemental Agreement effective on without cause by (i) giving 30 days' written notice to the other party if of such termination and (ii) giving a copy of such notice thereof to SPP. Notices to SPP shall be addressed to SPP at: Notice may be mailed to the other party materially breaches address designated in this Supplemental Agreement through no fault and shall be effective 30 days after the date of delivery or mailing, whichever is earlier. c. This Supplemental Agreement may, at the option of Administrator, terminate immediately and without notice for cause upon the occurrence of any of the terminating party, and such breach: following events: (i) is incapable Dealer's assignment or attempted assignment of cure; this Supplemental Agreement or any portion of any interest in or any payment due under the Extended Payment Term Contracts without the expressed prior written consent of SPP and Administrator; (ii) being capable The filing by Dealer of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a voluntary petition for voluntary or involuntary in bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general execution by Dealer of an assignment for the benefit of its creditors; (iii) The filing of a petition to have Dealer declared bankrupt, which is not vacated within 30 days; (iv) The material breach of any provision contained within this Supplemental Agreement; or and (v) applies for Dealer's acts of fraud, defalcation, dishonesty or has appointed a receiverintentional misrepresentation directed to Administrator, trustee, custodianthe Insurance Company, or similar agent appointed by order SPP, and their respective agents or employees. d. Dealer hereby agrees to at all times indemnify and hold Administrator, the Insurance Company and SPP, and their respective employees, agents, successors and assigns, free and harmless against any and all losses, judgments, defense costs or other liabilities arising out of any court and all claims, actions, or demands, whether well founded or not, that may be asserted against all or any of competent jurisdiction to take charge of them by any Purchaser, or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either third party, regarding the Engineer shall be paid for all Services performed through the effective date of terminationExtended Payment Terms Contracts and performance by Dealer thereunder, including reimbursable expenses. In but not limited to any and all losses, judgments, defense costs or other liabilities for cancellation refunds, or for fraud, defalcation, dishonesty or intentional misrepresentation to the event of terminationextent the same are also directed to Administrator, the Owner will receive reproducible copies of DrawingsInsurance Company, Specifications and other documents completed by the Engineer up to the effective date of terminationSPP, or their agents, employees, successors or assigns.

Term Termination. 9.1 The term of this a. This Agreement commences shall commence as of the Effective Date anddate the first Quote is signed and shall continue thereafter until the completion of the Services under all Quotes, unless sooner terminated earlier pursuant to any of this Section 9 (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). For Projects, this is six months. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party b. Web Wonks may terminate this Agreement or any Quote, effective on upon written notice to the other party Customer, if the other party Customer: i. materially breaches this Agreement through no fault of the terminating partyAgreement, and such breach: (i) breach is incapable of cure; or (ii) being cure or, with respect to a material breach capable of cure, remains uncured thirty (30) calendar the Customer does not cure such breach within ten days after the non-breaching party provides the breaching party with receipt of written notice of such breach. (3) Either party may terminate this Agreement, effective immediatelybreach or, if not capable of cure within such ten day period, the other party: (i) is dissolved or liquidated or takes any corporate action parties have not agreed upon a new time period for curing such purposebreach; (or ii) . becomes insolvent or is generally unable admits its inability to pay, or fails to pay, pay its debts generally as they become due; (or iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise . becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (or iv) . is dissolved or liquidated or takes any corporate action for such purpose; or v. makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or or vi. has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business business. 9.3 If c. Upon termination of the this Agreement, Customer shall: i. within five Business Days, pay to Web Wonks all sums due and owing to Web Wonks under all Quotes; d. Upon expiration or termination of this Agreement is terminated by either partyfor any reason, each Party shall: i. return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party's Confidential Information, ii. permanently delete all of the other Party's Confidential Information from its computer systems, and iii. certify in writing to the other Party that it has complied with the requirements of this clause; provided, however, that Customer may retain copies of any Confidential Information of Web Wonks incorporated in the Deliverables or to the extent necessary to allow it to make full use of the Services and any Deliverables. iv. The above notwithstanding, the Engineer shall be paid for all Services performed through Receiving Party may retain an archival copy of the effective date of terminationConfidential Information, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date extent necessary to comply with the Law or archival policies. The Receiving Party will continue to hold any Confidential Information retained under this exception in confidence as required under this Agreement and shall not use any such retained Confidential Information for any purpose. e. The rights and obligations of terminationthe Parties set forth in Section 1 and 8-15 and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Term Termination. 9.1 The term of this Agreement commences (a) These Professional Services Terms and Provisions will be effective as of the Effective Date and, unless terminated earlier pursuant to any effective date of the Agreement's express provisions, Order and will continue remain in effect until the parties have performed their obligations under Services are completed, the Agreement’s terms and conditions Services are terminated, or the termination date (if any) set out in the Order (the “TermTermination Date”). 9.2 In addition to any other express termination right set forth elsewhere , whichever is later. If no specific Termination Date is designated in this Agreement: (1) Engineer the Order, Client may terminate this Agreement, effective on the Order and these Professional Services Terms and Provisions upon thirty (30) days written notice to OwnerBlueCrest. (b) Either party may terminate the Services immediately upon written notice to the other party for cause, if: (i) Owner such party is in breach of a material provision of these Professional Services Terms and Provisions and fails to pay any amount when due hereunder, and cure such failure continues more than ten breach within fifteen (1015) calendar days after Engineer’s delivery of following written notice thereofof such breach; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) ceases to conduct business in its ordinary course; is incapable of cure; adjudged bankrupt or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency applicable law; (iv) makes or seeks to make has made a general assignment for the benefit of its creditors; files or (v) applies becomes subject as a debtor to a petition in bankruptcy for liquidation or has appointed a receiver, trustee, custodian, reorganization; becomes otherwise insolvent; or similar agent appointed by order of any court of competent jurisdiction admits its inability to take charge of or sell any material portion of pay its property or business debts generally as they become due. 9.3 If this Agreement is terminated by either party(c) Upon the effective date of termination of the Services, BlueCrest will cease performance of the Engineer shall be paid Services. Client will pay BlueCrest for all Services performed through prior to the effective date of terminationtermination plus any additional fees that may be due under the Order, including reimbursable expensesthe fees for the balance of any unused Minimum Hours (as applicable). In For Services performed on a fixed-cost basis, should the event Order be terminated prior to delivery of terminationany milestone or Deliverable, Client will pay BlueCrest at the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer hourly rate for all Services performed up to the effective date of terminationtermination as set forth in the Order. If no hourly rate is designated, Client will pay BlueCrest’s then standard hourly rate for such Services.

Term Termination. 9.1 (a) The term of this Agreement commences as of on the Effective Date andand continues for a period of five years, unless and until terminated earlier pursuant to any of as provided under this Agreement (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”). 9.2 In addition (b) Upon expiration of the Initial Term, this Agreement automatically renews for additional successive five (5) year terms unless and until either Party provides written notice of nonrenewal at least 90 days prior to any other express termination right set forth elsewhere in the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), or unless and until sooner terminated as provided under this Agreement: (1. If the Term is renewed for any Renewal Term(s) Engineer may terminate pursuant to this Section 13(b), the terms and conditions of this Agreement during each such Renewal Term are the same as the terms in effect immediately prior to such renewal. In the event either Party provides timely notice of its intent not to renew this Agreement, effective then, unless earlier terminated in accordance with its terms, this Agreement terminates on written notice to Ownerthe expiration of the Initial Term or then-current Renewal Term, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedas applicable. (2c) Either party QMC may terminate this Agreement effective on by providing written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating partyPasaca or a Designee, and such breach: as applicable: (i) if Pasaca or such Designee breaches any provision of this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is incapable of cure; not cured by Pasaca or (ii) being capable of cure, remains uncured thirty (30) calendar such Designee within 30 days after the non-breaching party provides the breaching party with Pasaca or such Designee’s receipt of written notice of such breach.; (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) if Pasaca or such Designee becomes insolvent or is generally unable to payfiles, or fails to pay, its debts as they become due; (iii) files or has filed against it it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, pursuant to any proceeding under any domestic or foreign bankruptcy or other insolvency law; (iv) , makes or seeks to make a general assignment for the benefit of its creditorscreditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property, or is generally unable to pay its debts as they become due; or (iii) if Pasaca or such Designee sells, transfers or disposes of all or substantially all of its assets, or merges or consolidates with any other entity. (d) Pasaca may terminate this Agreement by providing written notice to QMC: (iv) if QMC breaches any provision of this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by QMC within 30 days after QMC’s receipt of written notice of such breach; (v) applies for if QMC becomes insolvent or files, or has appointed filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, trustee, custodianor custodian for a substantial part of its property, or similar agent appointed by order is generally unable to pay its debts as they become due; or (vi) if QMC sells, transfers or disposes of any court of competent jurisdiction to take charge of all or sell any material portion substantially all of its property assets, or business merges or consolidates with any other entity. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term 4.1 This Agreement shall become effective upon its execution by both parties and shall continue in force for a period of this Agreement commences as two (2) years (hereinafter, the "Term") provided that VCI sells at least two (2) CMS systems during the first 180 days of the Effective Date and, Term to Introduced Parties and eight (8) CMS systems during the first year of the Term to Introduced Parties. This Agreement shall be extended automatically for additional one-year periods unless terminated earlier pursuant to any by one of the Agreementparties hereto on sixty (60) days notice to the other party prior to the expiration of the then current term. If VCI does not sell the number of systems as described herein, this Agreement may be canceled by VCI after the first year of the Term. Notwithstanding the same, Vanco's express provisionsobligation to provide ongoing technical support to Introduced Parties as set forth in Section 2.4, will continue shall remain in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery for a period of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. two (2) years after the termination of this Agreement. The sale of a CMS system to Skills Communities Ltd. shall be included as a sale of a CMS system to an Introduced Party notwithstanding that Vanco is not entitled to receipt of the Commission or Maintenance Fee in conjunction with such sale. 4.2 Either Party shall be entitled to terminate this Agreement forthwith, by written notice, should the other party fail to comply with its material obligations in this Agreement and does not remedy such non-compliance within thirty (30) days after receipt of notice from the other party that it intends to terminate this Agreement if such failure is not corrected. 4.3 Either party may terminate this Agreement effective on written notice to the other party forthwith, by notice, if the other party materially breaches this Agreement through no fault is declared insolvent or bankrupt, or makes an assignment for the benefit of the terminating partycreditors, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) shall have a receiver or trustee appointed for its business or property or is dissolved or liquidated or takes otherwise ceases business, and such declaration or execution, or appointment is not canceled within forty five (45) days. 4.4 Unless expressly stated otherwise, upon the termination, cancellation or expiration of this Agreement, neither party shall be responsible or liable to the other for consequential or incidental damages of any corporate action kind, regardless of whether such party had advance notice of the possibility of such damages. 4.5 Upon the termination of this Agreement for such purpose; any reason whatsoever: (i) VCI shall continue to pay all amounts due to Vanco under the terms of this Agreement for sales previously made to Introduced Parties and/or any amounts due to Vanco in accordance with Section 3.6 above. (ii) becomes insolvent or is generally unable Vanco shall refer all inquiries to pay, or fails to pay, its debts as they become due; VCI in a timely manner; (iii) files or has filed against it a petition Vanco shall continue to provide technical support to the Introduced Parties for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed such period as agreed by the Engineer up to the effective date of termination.parties in accordance with Section 2.5 above;

Term Termination. 9.1 The term of this Agreement commences (a) This Addendum shall be effective as of the Effective Date anddate first written above and shall continue in effect during the term, unless terminated earlier pursuant to including the initial term and any renewal term, of the Agreement's express provisions, unless earlier terminated by any party pursuant to this Section. This Addendum will continue in effect until terminate without further action of any party upon the parties have performed their obligations under expiration or termination of the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2b) Either Any party may terminate this Addendum as of the end of the initial term or any renewal term of the Agreement effective on by providing sixty (60) days prior written notice to the other party if parties. (c) Bank or SPI may terminate this Addendum or Bank's sponsorship of User in any Selected Network or with respect to the other party materially breaches this Agreement through no fault specified Applicable Laws of any Selected State upon occurrence or discovery of one or more of the terminating party, and such breach: following events: (i) Immediately upon notice to User of the occurrence at any time of any of the conditions set forth at Subsections 2(e)(i), (ii), (iv), (v) or (vi) or 4(c)(i) or (iv). (ii) Thirty (30) days after written notice by Bank or SPI to User, upon the occurrence of any of the conditions set forth Subsections 2(e)(iii) or 4(c)(ii) or (iii). (iii) In the event any financial statement, representation, warranty, statement or certificate furnished is incapable materially false or misleading. (iv) Immediately upon the occurrence of cure; any other circumstance with respect to this Addendum that may reasonably be expected to have an adverse effect on Bank. (d) In addition to the foregoing, any party may terminate this Addendum upon provision of thirty (30) days prior written notice to the other parties of any material breach of this Addendum by another party, provided that the defaulting party has not cured such breach within such thirty (30) day period. (e) Upon any termination of this Addendum by Bank or SPI pursuant to Subsections 9(c) or (d) above, User shall pay to Bank an early termination fee equal to the number of months remaining in the then-current term multiplied by the greater of (i) the highest average monthly amount of fees and charges incurred by User hereunder in any consecutive three (3) month period or (ii) being capable of cure, remains uncured thirty $5,000 (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses"Early Termination Fee"). In The parties agree that in the event of termination pursuant to Subsections 9(c) or (d) above, it would be extremely difficult and impracticable to fix the actual damages to SPI resulting from such termination, and that, therefore, User shall pay to Bank the Owner will receive reproducible copies of Drawings, Specifications Early Termination Fee set forth above as liquidated damages and other documents completed not as a penalty. The parties further agree that the Early Termination Fee represents a reasonable endeavor by the Engineer up parties to estimate fair compensation for the effective date of foreseeable losses that might result from such termination.

Term Termination. 9.1 4.1 The term Initial Term of any particular Order will be set forth in such Order, along with the terms under which an Order will renew (“Renewal Terms”). Absent Renewal Terms in an Order, such Order will renew on a month-to-month basis at the same rates or fees until a successor Order is executed by the parties or termination by Company. The Initial Term and any Renewal Terms are collectively the Term of an Order. The Term of this Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)last Order hereunder expires or is terminated. 9.2 4.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either either party may terminate this Agreement or the relevant Order, effective on written notice to the other party party, if the other party materially breaches this Agreement through no fault of the terminating partyAgreement, and such breach: : (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) . Either party may terminate this Agreement, effective immediatelyimmediately upon written notice to the other party, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (iia) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iiib) files or has filed against it it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (ivc) makes or seeks to make a general assignment for the benefit of its creditors; or (vd) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business business. 9.3 4.3 Upon expiration or termination of the Agreement, Company will discontinue use of the Products. Upon expiration or termination of the Agreement, Supplier shall promptly return or permanently destroy any and all Company Data within its possession and certify in writing to Company that the Company Data has been deleted or destroyed. If this Company terminates the Agreement is terminated or an Order pursuant to Section 4.2, Supplier shall refund a pro rata portion of amounts pre-paid by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationCompany.

Term Termination. 9.1 (a) The term of this Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery for a period of written notice thereof; or (ii) there have been three (3) years (the “Initial Term”) unless earlier terminated in accordance with the terms hereof. This Agreement will automatically renew for successive one (1) year renewal terms (each, a “Renewal Term,” and collectively along with the Initial Term, the “Term”) unless or more such payment failures in until a party hereto gives the preceding twelve other parties hereto written notice at least sixty (1260) month period, regardless days prior to the termination of whether any such failures were timely curedthe then-current term of its intent not to renew. (2b) Either party This Agreement may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: be terminated: (i) is incapable of cure; or (ii) being capable of cureBy either party, remains uncured thirty (30) calendar days after to the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediatelyextent permitted under applicable law, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) ceases to function as a going concern, becomes insolvent or is generally unable to payinsolvent, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or , files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it and such petition is not dismissed within sixty (v60) applies for or has appointed a receiver, trustee, custodiandays of filing, or similar agent admits in writing its inability to pay its debts as they mature, or if a receiver is appointed over a substantial part of its assets. (ii) By either party by order reason of any court other material breach of competent jurisdiction this Agreement by the other party which breach has not resulted in a reasonably acceptable plan for remedy or cure or which breach has not been remedied or cured after at least thirty (30) days’ written notice delivered by the aggrieved party to take charge of or sell any material portion of its property or business the other party. 9.3 If this Agreement (iii) By Cybex at any time following the eighteen (18) month anniversary of the Effective Date, upon written notice to eNOVA and the Principals, if eNOVA shall have failed to provide Cybex, during said eighteen (18) month period, with at least two (2) fully functional eNOVA Technology product prototypes that are not based upon or derivative of the DLM Product Line in any manner (each such prototype being hereinafter referred to as a “Non-DLM Prototype”) which Cybex, in its sole discretion, shall have elected to market. (iv) By Cybex at any time if either Principal is terminated by either party, the Engineer shall be paid unable for all Services performed through the effective date of terminationany reason, including reimbursable expenses. without limitation death or disability, to perform his duties hereunder for a period of more than thirty (30) consecutive days or if a Principal is no longer actively employed on a full-time basis by eNOVA. (c) In the event of terminationtermination of this Agreement for any reason, the Owner will receive reproducible copies of Drawingsall rights and obligations contained herein which by their nature should survive including, Specifications without limitation Sections 1(e)-(h), 2, 3, 4, 6, 7, 8, and 10-17, shall so survive, and all other documents completed by the Engineer up to the effective date of terminationrights and obligations shall terminate.

Term Termination. 9.1 7.1 The term Contract shall, unless otherwise terminated as provided in this clause, commence on the Commencement Date and shall be automatically renewed for each following billing period (as set out in the Customer's initial purchase order), unless: • either party notifies the other party of this Agreement commences as termination, in writing, at least 30 days before the end of the Effective Date andInitial Subscription Term or any Renewal Period, unless terminated earlier pursuant to any in which case this Contract shall terminate upon the expiry of the Agreement's express provisions, will continue applicable Initial Subscription Term or Renewal Period; • otherwise terminated in effect until accordance with the parties have performed their obligations under the Agreement’s terms and conditions (“Term”).provisions of these Terms; 9.2 In addition 7.2 Without prejudice to any other express termination right set forth elsewhere in this Agreement: (1) Engineer rights or remedies to which the parties may terminate this Agreementbe entitled, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either either party may terminate this Agreement effective on written notice the Contract without liability to the other party if if: • the other party materially breaches this Agreement through no fault commits a material breach of any of these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable • an order is made or a resolution is passed for the winding up of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it circumstances arise which entitle a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take make a winding-up order in relation to the other party; or • an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or • a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sell sells the other party's assets; or • the other party makes any material portion arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its property creditors in any way; or business • the other party ceases, or threatens to cease, to trade; or • the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 9.3 7.3 On termination of this agreement for any reason: • all licences granted under the Contract shall immediately terminate; • the Customer shall make no further use of any Content or the Subscription Services; • AFFNETWORK LIMITED shall cancel all user name, email addresses and passwords used in connection with the Customer's subscription so that the Customer is no longer able to access the Subscription Services; • 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. • If the Customer terminates the Contract, AFFNETWORK LIMITED shall not be obliged to refund any part of the Subscription Fees already paid by the Customer, unless the terms and requirements stated in 6.8.2 entitle the Customer to a partial or complete refund. 7.4 The Customer may terminate the validity of the chosen Subscription Plan at any time, being aware that, in case of a Downgrade, the current Subscription Plan remains active and available for use until the end of the current period, and that, in case of an Account Deletion, any use of this Agreement is service including any paid features set out on the Subscription Plan will become unavailable immediately. 7.5 If not terminated by either partythe Customer or Supplier, the Engineer shall be paid Customer agrees that the Customer's contract will remain valid for all Services performed through each period and periodically renew as set out in the effective date Subscription Plan. 7.6 The Customer may terminate the contract and the validity of terminationthe Customer's Subscription Plan, including reimbursable expenses. In the event being aware of terminationcondition 9.3, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up by: • deleting his or her account; or • downgrading his or her Subscription Plan; or • giving notice via e-mail to the effective date of termination"▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇".

Term Termination. 9.1 (a) The term of this Agreement, with respect to each Product, shall commence on the date hereof and shall expire on December 31, 2018. Thereafter, this Agreement commences as shall be automatically renewed for successive three-year terms, respectively. (b) The Parties may cause the early termination of this Agreement by the mutual written consent of each of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)Parties. 9.2 In addition (c) Either BMS or Sanofi shall have the right to any declare termination of this Agreement upon Notice to the other express termination right set forth elsewhere in this AgreementParties, following the first to occur of: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay such other Party shall have (A) voluntarily commenced any amount when due hereunderproceeding or filed any petition seeking relief under Title 11 of the United States Code, and such failure continues more than ten Book VI of the French Commercial Code (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3legislative part as well as regulatory part) or more such payment failures any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) applied for or consented to the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for it or for all or substantially all of its property, (C) filed an answer admitting the material allegations of a petition filed against or in the preceding twelve (12) month period, regardless respect of whether it in any such failures were timely cured. proceeding, (2D) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make made a general assignment for the benefit of creditors of all or substantially all of its creditors; assets, (E) become unable generally, or admitted in writing its inability to, pay all or substantially all of its debts as they become due or (vF) applies taken corporate action for the purpose of effecting any of the foregoing; or (ii) an involuntary proceeding shall have been commenced or has appointed any involuntary petition shall have been filed in a court of competent jurisdiction seeking (A) relief in respect of such other Party, or of its property, under Title 11 of the United States Code, Book VI of the French Commercial Code (legislative part as well as regulatory part) or any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar agent appointed by order of any court of competent jurisdiction to take charge of official for such other Party or sell any material portion for all or substantially all of its property or business (C) the winding-up or liquidation of such other Party; and such proceeding or petition shall have continued undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall have continued unstayed and in effect for thirty (30) days. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 a. The term of this Agreement commences shall commence on the date hereof and shall continue for a period of [*****] months after the Launch Date, unless earlier terminated as provided in clauses (b) or (c) below (the "Term"); provided, however, that the promotional obligations of the Effective parties set forth in Sections 3 and 4 hereof shall continue only for a period of [*****] months from the Launch Date and(the "Promotional Term"). At the end of the Promotional Term, unless terminated earlier pursuant the parties shall use their best efforts to renegotiate in good faith each such party's obligations under Section 3 or Section 4, as the case may be. The parties' failure to renegotiate such provisions shall not, however, relieve the parties of all of their other obligations hereunder for the remainder of the Term. b. Either party shall have the right to terminate this Agreement by delivery of written notice of termination to the other party hereto in the event such other party materially breaches any representation, warranty, covenant or agreement made by it hereunder or otherwise fails to perform any of the Agreement's express provisions, will continue in effect until the parties have performed their its material obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, hereunder and such breach or failure continues more than is not cured within ten (10) calendar days after Engineer’s delivery of written such notice; provided, however, that each party shall be entitled to terminate this Agreement effective upon delivery of notice thereof; (i) in the event of a breach by the other party of the provisions of Sections 12 or 13 hereof or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to event that the other party if the other party materially breaches this Agreement through no fault of the terminating partybecomes insolvent in that its liabilities exceed its assets, and such breach: (i) or is incapable of cure; or (ii) being capable of cureadjudicated insolvent, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent advantage of or is generally unable subject to payany insolvency proceeding, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; creditors or (v) applies for is subject to receivership, conservatorship or has appointed a receiver, trustee, custodianliquidation. c. If either party shall cease to exist, or similar agent appointed if any law prohibits online commerce such as that conducted by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business bn.c▇▇, ▇▇is Agreement shall automatically terminate. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through d. Upon the effective date of terminationtermination or expiration of this Agreement, including reimbursable expenses. In (i) each party shall return to the event other party any confidential information of terminationthe other party, and shall immediately cease to use any of the party's trademarks and Promotional Content, and (ii) the rights and obligations of each party hereunder shall terminate; provided, however, that notwithstanding the foregoing, the Owner will receive reproducible copies rights and obligations of Drawings, Specifications the parties hereto under Section 5 and other documents completed by the Engineer up to the effective date of Sections 11 through 16 hereof shall survive such expiration and termination.

Term Termination. 9.1 The (a) Unless terminated earlier or extended in accordance with this Section 12, the term of this Agreement commences (the “Term”) shall commence as of the Effective Closing Date andand shall expire twelve (12) months after the Closing Date; provided, unless however, that (i) if an earlier termination date for a Transition Service is set forth in an Exhibit or another Section of this Agreement, the provisions of this Agreement with respect to such Transition Service shall terminate on such earlier termination date, and (ii) this Agreement is not otherwise earlier terminated earlier pursuant to its terms. (b) Subject to Sections 3 and 5(e), the Receiving Party may elect to extend the term of any Transition Services or the Term of this Agreement by an additional three (3) months, subject to a fifteen percent (15%) increase in the amounts payable in respect of such Transition Services pursuant to Section 5 during such three (3) month period. Such election must be made in writing to the Providing Party not less than thirty (30) days prior to the expiration of the term for such Transition Services or the Term of this Agreement, as applicable. (c) This Agreement, or specific Transition Services provided hereunder, may be terminated before the completion of the Term: (i) by mutual agreement of the Parties; (ii) by the Providing Party as expressly set forth in this Agreement; (iii) by the Providing Party, on the one hand, or the Receiving Party, on the other hand, for material breach by the other of any of the Agreement's express provisionsterms hereof if such material breach is not cured within forty-five (45) days after written notice of such breach is delivered to the breaching Party (and if the Providing Party is an Affiliate of Seller or service provider of Seller, such written notice will continue be delivered to Seller by the applicable Buyer Receiving Party); (iv) by the Providing Party, on the one hand, or the Receiving Party, on the other hand, in effect until the parties have performed their obligations under event of the Agreementfiling by or against the other Party of a petition in bankruptcy, or the appointment of a receiver of such other Party or any substantial portion of such other Party’s terms and conditions assets, or any proceeding or reorganization for the benefit of the other Party’s creditors, or upon the other Party becoming insolvent; or (“Term”). 9.2 In addition v) with respect to any other express or all Transition Service(s) and except as may otherwise be noted in the attached Exhibits, by the Receiving Party for any reason in its sole and absolute discretion. Such termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, will be effective on written notice to Owner, if: upon the later of (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten thirty (1030) calendar days after Engineer’s delivery of written notice thereof; of such termination is received by the Providing Party, or (ii) there have been three if such written notice is given later than the first day of any calendar month, the end of the second full calendar month after such notice is given (3for illustrative purposes only, a termination notice delivered under this Section 12(c)(v) or more such payment failures in the preceding twelve (12) month periodon June 15, regardless of whether any such failures were timely cured2011, shall be effective on August 31, 2011). (2d) Either party may terminate Upon termination or expiration of this Agreement, or particular Transition Services hereunder, the Parties shall have no further obligations hereunder or with respect to such particular Transition Services; provided, however, that, notwithstanding any other provision of this Agreement, no obligation of a Party accruing hereunder prior to such expiration or termination shall be terminated or otherwise relieved and the rights and obligations of the Parties under Sections 5 (except for the audit rights under Section 5(i)(ii), which shall only survive the termination or expiration of this Agreement effective on written notice for six (6) months), 7, 9, 10 (but solely with respect to the other party removal of property), 11, 12, 13, 14, 15, 16 and 17 and all of the Receiving Party’s payment obligations with respect to any accrued but unpaid amounts owed hereunder subject to the terms and conditions of this Agreement shall survive any expiration or termination hereof. (e) In addition, in the event that the Providing Party terminates this Agreement or any of the Transition Services provided hereunder as set forth in clauses (c)(ii), (c)(iii), or (c)(iv) of this Section 12, or if the other party materially breaches Receiving Party terminates this Agreement through no fault or any of the terminating partyTransition Services provided hereunder as set forth in (c)(v) of this Section 12, then the Receiving Party shall pay any and all costs, expenses, penalties, interest and the like imposed on or incurred by the Providing Party by third parties in connection with such breach: termination. (f) (i) The Parties acknowledge and agree that certain Transition Services are reliant on other Transition Services, such that the extension, suspension, termination or expiration of one such Transition Service (any such event, a “Trigger Event”) would affect a Providing Party’s ability to provide the related Transition Services. Each group of related Transition Services is incapable identified on the Exhibits attached hereto by a particular “bucket”. Notwithstanding anything to the contrary in this Agreement and unless the Parties otherwise mutually agree in writing after evaluating the totality of cure; or (ii) being capable the Transition Services included in a particular bucket at the time of curea Trigger Event, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice occurrence of such breacha Trigger Event with respect to a particular Transition Service as provided herein shall also result in the automatic and concurrent extension, suspension, termination or expiration, as applicable, of all other Transition Services included in the same bucket (the “Triggered Transition Services”). (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 10.1 The term Licence Agreement shall enter into force on the Commencement Date and unless otherwise specified in the Order shall have an initial duration of this 12 months, continuing in force thereafter for further periods of twelve months. Either party may terminate the Licence Agreement commences as with effect from the end of the Effective Date and, unless terminated earlier pursuant to any then-current period by giving the other party written notice of such termination not less than 60 days before the expiry of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)then-current period. 9.2 In addition to any other express termination right set forth elsewhere 10.2 The Licence Agreement may be terminated by notice in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, ifwriting forthwith: (i) Owner by ▇▇▇▇▇’s, if Customer, having been sent a written reminder, fails to pay any amount when sums payable under the Licence Agreement or any other debt due hereunderto Glass’s within 30 days after the due date; (ii) by either party if the other commits any material breach of any term of the Licence Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same; (iii) by either party if the other convenes a meeting of its creditors or if a proposal is made for a voluntary arrangement or for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts or if a trustee receiver, administrator or administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up or bankruptcy of the other or for the making of an administration order (otherwise than for the purpose of a solvent amalgamation or reconstruction); and (iv) by Glass’s, if Customer breaches any of the licence terms under this Licence Agreement, and such failure continues more than has not within ten (10) calendar business days of the date of a reasonably detailed written notice, cured all breaches of licence limitations or restrictions. 10.3 Any termination of the Licence Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after Engineer’s delivery such termination which shall include without limitation clause 4 which shall survive termination of written notice thereof; or the Licence Agreement by either Party. 10.4 Within 7 days of the termination of the Licence Agreement (iiwhich shall include termination of the licence to use any back-up copies) there have been three (3) or more such payment failures Customer shall in the preceding twelve (12) month period, regardless case of whether any Products for use with computer equipment at Glass’s sole option either return or destroy all such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications Products in its possession or control and other documents completed by the Engineer up a duly authorised officer of Customer shall certify in writing to the effective date of terminationGlass’s that Customer has complied with this obligation.

Term Termination. 9.1 This Agreement will terminate on the first to occur of: 12.1. Three (3) years from the effective date, as set forth in Section 13 below; or 12.2. The term occurrence of this Agreement commences as any one of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, iffollowing events: (i) Owner fails to pay if the other party shall default in the performance of any amount when due hereunderof its material agreements, obligations or covenants herein and such failure default continues more than ten for (10A) calendar fifteen (15) days in the case of a monetary default or (B) sixty (60) days as to any other default, after Engineer’s delivery receipt of written notice thereofof cancellation from the other party; provided, however, in the case of a nonmonetary default, if such default cannot be cured within such sixty (60) day period, if the defaulting party shall promptly commence, within such sixty (60) day period, the steps necessary to cure such default and shall thereafter proceed with due diligence to complete the steps necessary to cure such default as expeditiously as possible, thereby upon such cure, notice of cancellation hereof shall be deemed rescinded; or (ii) there have been three (3) if a party liquidates or more such payment failures in the preceding twelve (12) month periodwinds up all or a material portion of its business, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating partydissolves or terminates its existence, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, pay its debts as they become due; (iii) files mature, commits any act of bankruptcy, makes an arrangement, composition or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; , files, has filed against it or (v) applies consents to the filing of any petition in bankruptcy for liquidation or has appointed a receiver, trustee, custodianreorganization, or similar agent appointed by order otherwise is the subject of any court insolvency proceeding of competent jurisdiction to take charge any kind or nature, immediately upon receipt by such party of or sell any material portion written notice of cancellation from the other party. Any such termination of this Agreement shall not constitute a waiver by either party of its property other rights and remedies hereunder, at law, in equity or business otherwise. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The (a) Unless otherwise terminated in accordance with this Agreement, the term of this Agreement commences as of shall begin on the Effective Date and, unless terminated earlier pursuant to any and shall continue for a period of three (3) years after the Agreement's express provisions, will continue in effect until Effective Date (the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2b) Either party may terminate this Agreement effective on written notice or any separate Statement of Work due to a material breach of this Agreement or such Statement of Work by the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, material breach remains uncured thirty for a period of fifteen (3015) calendar days after the non-breaching party provides following receipt of written notice by the breaching party with written notice of such breachparty. (3c) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved If either Intuit or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to paySDM should become insolvent, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to make any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of creditors, or admit in writing its creditors; inability to pay debts when due, or (v) applies for make or has appointed a receiversuffer to be made any transfer to any person, trustee, custodianreceiver, liquidator, or referee for the benefit of creditors, or file a voluntary petition in bankruptcy, or suffer an involuntary petition in bankruptcy to be filed against it which is not stayed within thirty (30) days of filing, or file any petition in any reorganization, arrangement, composition, readjustment, liquidation, or dissolution or similar agent appointed by order relief for itself, or become unable to pay its debts generally as they become due, the other party shall have the immediate right upon providing notice to terminate this Agreement or any separate Statement of any court of competent jurisdiction to take charge of or sell any material portion of its property or business Work. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. (d) In the event that the Agreement is terminated, and the Services under one (1) or more Statements of terminationWork are in progress, Intuit or SDM shall have the Owner will receive reproducible right to terminate the relevant Statement(s) of Work. Any Services governed by a Statement of Work not terminated following any termination of this Agreement shall be completed by SDM, in accordance with the terms and conditions of this Agreement. The parties agree to negotiate in good faith any changes that might be necessary in the scheduling of the provision of Services under such Statement(s) of Work that might be deemed necessary at such time. (e) Upon termination or expiration of this Agreement or any Statement of Work, or at any prior time upon the request of Intuit, SDM shall promptly deliver to Intuit, or certify to the destruction thereof, all memoranda, notes, records, drawings, manuals, disks, documents, media, equipment, papers or other information, obtained by SDM from Intuit, including all copies thereof. SDM acknowledges that all such materials are the property of Intuit and SDM agrees not to retain any copies of Drawingssuch materials after the termination or expiration of this Agreement or of any Statement of Work. (f) The provisions of Sections 7; 9(d), Specifications (e), (f); 10; 11(a), (b), (c), (e) (solely for the purposes of section 12); 12; 14; and other documents completed by the Engineer up to the effective date 16(a), (b) and (c) as well as corresponding provisions of terminationany Statements of Work, shall survive any termination or expiration of this Agreement and any separate Statement of Work.

Term Termination. 9.1 The term a) This Agreement shall commence on the Effective Date and shall remain in force and effect (the “Term”) until the earlier of (i) the fourth anniversary of the Effective Date, (ii) the closing of Buyer’s acquisition of all or substantially all of Seller's assets necessary to manufacture Product (as defined herein) (the “Acquisition”), and (iii) the earlier termination of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”Section 1.b). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2b) Either party may terminate this Agreement effective on written notice to upon giving the other party if the other notice of an event of default (“Event of Default”), which will exist with respect to a party materially breaches this Agreement through no fault of the terminating party, and such breach: if: (i) a decree or order is incapable of cure; or made by a court having jurisdiction over such party adjudging it to be a bankrupt under applicable law; (ii) being capable a decree or order is made by a court having jurisdiction over such party appointing a receiver, or receiver-manager, who is not bound by the terms of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated a liquidator or takes any corporate action for trustee or assignee in bankruptcy of such purpose; (ii) becomes insolvent party or is generally unable to payof its property, or fails to pay, directing the winding-up or liquidation of its debts as they become due; affairs; (iii) files any other decree or order has filed been made by a court of competent jurisdiction by which such party is deprived of the right to manage its undertakings and has remained in force undischarged and unstayed for 45 business days; (iv) if such party: A. institutes proceedings to be adjudicated a voluntary bankrupt; B. consents to the filing of a bankruptcy proceeding against it it; C. consents to the appointment of a petition for voluntary receiver, liquidator or involuntary bankruptcy trustee or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign assignee in bankruptcy or insolvency lawof itself or its property; (iv) or D. makes or seeks to make a general an assignment for the benefit of creditors, or admits in writing its creditors; or inability to pay its debts generally as they become due. (v) applies for or such party has appointed committed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion default in the performance of its property or business . 9.3 If obligations under this Agreement, written notice has been given to such party specifying such default and declaring the intention of the other party to exercise its right to terminate this Agreement if the default is terminated not duly remedied, and A. more than 15 business days have elapsed since the expiration of such period following the giving of such notice and such default remains unremedied, or B. in case of a default that is not capable of being remedied, by either partythe exercise of reasonable diligence within the period described in Section 1.(b.)(v)A., the Engineer shall be paid for all Services performed through earlier of I) the effective date of terminationday on which the party fails or refuses to act diligently to remedy the default, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.and

Term Termination. 9.1 The 21.1 This Agreement shall be for a term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery years commencing as of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless date of whether any such failures were timely cured. this Agreement and thereafter shall be automatically renewed for successive periods of two (2) Either years unless either party may terminate this Agreement effective on shall give six (6) months prior written notice to the other party of its intention not to renew this Agreement. 21.2 This Agreement may be terminated by notice in writing by either party (a) if the other party materially breaches shall default in the performance of any of its obligations under this Agreement through no fault and such default shall continue for a period of not less than ninety (90) days after written notice specifying such default shall have been given; (b) if the other party makes an arrangement with its creditors or goes into receivership or liquidation (other than voluntary liquidation) for the purpose of internal reorganization, or if a receiver or a receiver and manager is appointed in respect of the terminating whole or part of the property or business of the party in default; or (c) if a major part of the assets or all of the assets of the other party are disposed of to or compulsory acquired by any other person. 21.3 Upon the occurrence of a Special Circumstance, as described in Section 9.2 hereof, either party, and such breach: (i) is incapable of cure; either during or (ii) being capable of cure, remains uncured thirty (30) calendar within 15 days after a Project Review, may terminate the non-breaching party provides the breaching party with Agreement upon 30 days' written notice to the other party, which notice shall provide details of each of the Special Circumstances that are relied upon as the basis for such breachnotice. 21.4 Upon termination of this Agreement, howsoever arising, the following provisions shall have effect: (a) The obligations of the parties pursuant to Section 13 shall continue, notwithstanding termination of this Agreement. (3b) Either The full amount of any amounts outstanding by either party may terminate to the other shall be paid forthwith. (c) All rights and licenses granted hereunder shall terminate. 21.5 Upon the latter of (a) the termination or expiration of this Agreement, effective immediately, if the other party: or (ib) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, with respect to any proceeding under any domestic records or foreign bankruptcy or insolvency law; (iv) makes or seeks to make other data that must be retained for a general assignment for the benefit period of its creditors; or (v) applies for or has appointed a receivertime in accordance with, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either partyand as set forth in, the Engineer shall be paid for all Services performed through regulations of the effective date of termination, including reimbursable expenses. In Regulatory Authority (the event of termination"Retention Period"), the Owner will receive reproducible copies expiration of Drawingsthe Retention Period, Specifications and other documents completed by the Engineer up Purepac shall immediately deliver to Faulding all information with respect to the effective date of terminationPellet Technology in Purepac's possession and Faulding shall immediately deliver to Purepac all information with respect to the Tabletting Technology in Faulding's possession.

Term Termination. 9.1 The term (a) This Agreement shall remain valid only for the Term. (b) This Agreement shall automatically expire by efflux of this Agreement commences as time, i.e. on the completion of the Effective Date andTerm, unless terminated earlier pursuant to any in accordance with applicable laws and/or provisions of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2c) Either party may In the event of a breach by any Party, the other Party shall have the right, as per Applicable Laws, to terminate this Agreement effective on written by giving three weeks‟ notice to the other party if Party clearly giving the other party materially breaches reasons for the proposed action and in the event such breach still remains uncured on expiry of the third week this Agreement through no fault shall stand terminated. (d) SDSPL shall have the right to forthwith terminate this Agreement and disconnect/deactivate the distribution of signals of the terminating partySubscribed Channels and/or take any other action as may be appropriate, and such breach: upon the occurrence of any of the following: (i) is incapable of cure; In the event the Affiliate fails to pay the Subscription Fee and / or applicable tax including but not limited to service tax and or charges as and when it becomes due and payable as set out in this Agreement; (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of terminationfailure on the part of the Affiliate to provide the names, complete address, areas served and number of Subscriber of each LCO served by the Affiliate and also the number of Subscribers directly served by the Affiliate in terms of Clause 12 of the Telecommunication (Broadcasting and Cable Services) Interconnection Regulation, 2004 (as amended from time to time); (iii) In case of bankruptcy or insolvency of the Affiliate; (iv) In case of dissolution of the partnership or winding up proceedings against the Affiliate; (v) In the event of assignment of the Agreement by the Affiliate without prior written approval of SDSPL; (vi) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas; (vii) If the Affiliate in any manner jeopardises or interferes with intellectual property rights referred to in Clause 15 below; (viii) In the event SDSPL/broadcaster of the Subscribed Channels is subjected to legal, governmental or other adverse action under applicable treaties, Tariffs or Applicable Laws that restrict the right of SDSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels or any part thereof to the Affiliate or limit the Affiliate's right or authorisation to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts SDSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels to the Affiliate under the terms of this Agreement; (ix) If the Equipmentare removed from the Installation Address without prior written consent of SDSPL or is being used or intended to be used, at a place other than the Installation Address; (x) If the Affiliate‟s registration under the Cable Television Networks (Regulation) Act, 1995 is suspended, cancelled, terminated and/or not renewed; (xi) If the Affiliate is in breach of any of its representations, obligations, warranties contained in this Agreement and/or if the same are found to be untrue; (xii) In the event of non-disclosure/under-declaration of Local Cable Operators and/or under-declaration or wrong disclosure of Subscriber Base catered directly or through Local Cable Operators; (xiii) In case the Affiliate (without first negotiating and mutually agreeing upon revised Subscription Fees with SDSPL) distributes / sub-distributes the signals beyond the Areas as agreed under this Agreement; (xiv) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas (including but not limited to entering into an agreement / arrangement with another Cable Operator for operational and/or administrative and/or funding purposes, etc.); (xv) If the Affiliate does not comply with any rules, regulations, orders of TRAI or any other government or statutory body / court or tribunal; (xvi) If SDSPL or SUN, ceases to distribute or operate any of the Subscribed Channels in the Territory for any reason whatsoever. (e) SDSPL reserves the right to terminate the Agreement, if the Affiliate is in breach of any representation, warranties or undertaking anytime during the Term. (f) A breach by Affiliate under this Agreement shall, if SDSPL so elects, also be deemed to be a breach of any or all other agreements between SDSPL and Affiliate, and shall entitle SDSPL to exercise any or all of the remedies set forth in this Agreement and such other agreements. Further, if SDSPL so elects, any breach by Affiliates or its associates of any other agreement between Affiliates or its associates, and SDSPL, shall be deemed a breach of this Agreement and shall entitle SDSPL to exercise any and all of the remedies set forth in this Agreement and such other agreements. (g) SDSPL‟s rights to terminate the Agreement shall be without prejudice to SDSPL‟s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws. (h) The Parties agree that if any of the agreements between SDSPL and its licensors relating to SDSPL‟s right to distribute any of the Subscribed Channels in the Areas is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexure shall be executed between the Parties at mutually agreed terms, subject to applicable law. (i) The Affiliate hereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the Affiliate, needs to be reconnected, the Owner will receive reproducible copies Affiliate shall be liable to pay non–refundable re-activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if SDSPL so elects. Further, the Engineer up to the effective date of terminationAffiliate acknowledges that such re-activation fee does not constitute a penalty.

Term Termination. 9.1 The term This Origination Agreement shall automatically expire and terminate upon the earlier of (i) December 31, 2027 (the “Initial Termination Date”) and (ii) the date upon which either party terminates this Origination Agreement in accordance with its rights to do so prior to the Initial Termination Date. So long as no material breach by either Party shall have occurred which remains uncured, this Agreement commences as of the Effective Date andshall be automatically extended, unless terminated earlier pursuant to without any of the Agreement's express provisions, will continue in effect until action by the parties have performed their obligations under hereto for one (1) additional five (5) year term from and after the Agreement’s terms and conditions Initial Termination Date (the “Extension Term”). 9.2 In addition to . Notwithstanding the foregoing, in the event that (A) a Party shall materially breach any other express termination right set forth elsewhere of its representations, warranties or covenants or shall materially default in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay the performance of any amount when due of its duties or obligations hereunder, and such failure continues more than ten breach or default shall not be substantially cured within sixty (1060) calendar days after Engineer’s delivery of written notice thereof; specifying the breach or (ii) there have default has been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after given by the non-breaching party provides or non-defaulting Party, such non-breaching or non-defaulting Party may, by giving written notice thereof to the breaching party with or defaulting Party, terminate this Agreement for cause as of a future 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 appointment of a conservator, receiver or liquidator shall have been entered against the other Party (the “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) a SL Competitor Change of Control shall have occurred, then at any time after SRT shall have received notice of such breach. (3) Either party may SL Competitor Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for Agreement as of a future date specified in such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit notice of its creditorstermination; or (vD) applies for 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 has appointed a receiver, trustee, custodian, or similar agent appointed by order of (E) SL shall have materially breached any court of competent jurisdiction to take charge of or sell any material portion of its property obligations, representations, warranties or business . 9.3 If 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 is terminated by either partyfor cause as of a future date specified in such notice of termination. The representations, warranties and covenants of the Engineer Parties made herein and the respective obligations of each Party hereunder to indemnify and hold harmless the other Party shall survive the termination of this Origination Agreement. Termination of the Origination Agreement in accordance with these provisions shall have no effect on Mortgage Loan applications in process at the time of such termination, which applications shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up processed to the effective date of terminationclosing or denial.

Term Termination. 9.1 The term 12.1 Subject to the other provisions of this Agreement commences and of this Article 12, this Agreement shall be effective, for each country of the Territory, as of the Effective Date and, unless terminated earlier pursuant and year first above written and shall be in full force and effect with respect to any the Products for a period of fifteen (15) years from the date of first commercial sale of the Agreement's express provisionsfirst Product in such country, will continue provided, however, that the term of this Agreement shall be extended for one additional year, on a country by country basis, for each country in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: which (i) Owner fails to pay any amount when due hereunder, and the first commercial sale of the second Product in such failure continues country shall have been made more than ten (10) calendar days one year after Engineer’s delivery the first commercial sale of written notice thereof; or the first Product in such country and (ii) there LICENSOR shall have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless met all of whether any such failures were timely curedits obligations under Section 12.4 with respect to both Products. (2) 12.2 Either party may shall have the right to terminate this Agreement effective on written notice by giving to the other not less than ninety (90) days' prior written notice in the event that the other shall, at any time, commit a material breach of any of its obligations hereunder (other than a material breach which would give rise to a right of LICENSOR to terminate this Agreement in whole or in part under Section 12.4 hereof) and fail to cure such material breach during the period of said notice. 12.3 This Agreement may be terminated without further notice by either party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes should become insolvent or is generally unable to pay, should make or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks seek to make a general an arrangement with or an assignment for the benefit of its creditors; or (v) applies for if proceedings in voluntary or has appointed a receiverinvoluntary liquidation or pursuant to any other insolvency law shall be instituted by, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge on behalf of or sell any material portion against the other party or if a receiver or trustee of its the other party' s property or business shall be appointed. 9.3 12.4 This Agreement may be terminated upon written notice by LICENSOR to LICENSEE as to a particular country or countries with respect to a particular Product or Products if LICENSEE has failed to file an application for marketing approval of such Product in such country within one year from the receipt by LICENSEE of a Health Registration Dossier; if however, the applicable regulatory authority in a country requires, as to a Product, proof of regulatory approval or of a free sale certificate (or its equivalent) from some other jurisdiction or requires that LICENSEE conduct additional clinical trials or imposes any additional regulatory requirement, LICENSOR's rights to terminate as to such Product provided in this sentence shall not arise until one year from LICENSEE's receipt of proof of such regulatory approval or of such free sale certificate (or its equivalent), completion of such additional clinical trials or fulfillment of such additional requirement. LICENSEE shall use diligent efforts to achieve approvals for each Product in each country in the Territory. If LICENSEE is required to conduct additional clinical trials in a country in the Territory prior to filing for marketing approval of a Product, LICENSEE shall use diligent efforts to conduct such trial(s), provided the conduct of such trials is commercially reasonable. If the conduct of such trials is not commercially reasonable and LICENSEE has not achieved Net Sales with respect to a Product in such country as required hereunder, LICENSOR shall have the right to terminate LICENSEE's rights with respect to such Product in such country. Subject to suspension of performance hereunder for any period during which Force Majeure requires suspension of performance, this Agreement is shall expire as to any country with respect to a Product if Net Sales of such Product are not made in such country by the earlier of: three (3) years from the date on which LICENSEE received a Health Registration Dossier from LICENSOR for such Product or six months from the date on which such Product may first be sold legally and pricing and/or reimbursement approvals have been received by LICENSEE in such country in the Territory. 12.5 This Agreement may be terminated by either party, LICENSEE with respect to a Product in one or more countries in the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up Territory upon 90 days written notice to the effective date of terminationLICENSOR.

Term Termination. 9.1 a. The initial term of the MSA will begin upon execution by both Client and ▇▇▇▇▇▇▇▇▇ and will continue in full force and effect until the termination or expiration of the last Order then in effect. The initial term of each Order, and the initial term of the Client's subscription for the Services described in the Order (the "Initial Service Term"), begins upon the effective date of that Order and will continue for the period set forth in the Order. If no period is specified in the Order, the Initial Service Term will be a period of three (3) years commencing on the effective date of the Order. The term of this Agreement commences as an Order will renew for additional successive periods equal to the term specified in the Order (or, if none is specified, for successive one (1) year periods) (each, a "Renewal Service Term") unless either party notifies the other party in writing of its election to not renew such Order at least ninety (90) days prior to the Effective Date and, unless terminated earlier pursuant then-expiring term. The Initial Service Term and all Renewal Service Terms for a particular Order are individually and collective referred to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“"Service Term”)." 9.2 b. In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreementunder any Order, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either either party may terminate this Agreement effective on or any Order immediately upon written notice to the other party if (or ▇▇▇▇▇▇▇▇▇ may, in its sole discretion, suspend the other party materially breaches this Agreement through no fault provision of the terminating party, and such breachServices under any Order) if: (i) is incapable the other party commits a material breach of curethis Agreement and fails to cure such breach within thirty (30) days after written notice of the same (other than Client’s failure to pay any amounts when due, which must be cured within ten (10) days after written notice of the same); or (ii) being capable the other party becomes the subject of cureany involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, remains uncured thirty (30) calendar days after receivership, liquidation, or composition for the non-breaching party provides the breaching party with written notice benefit of such breachcreditors. c. If ▇▇▇▇▇▇▇▇▇ terminates any Order (3including by termination of this Agreement and all then-current Orders) Either party may terminate before the end of the scheduled Service Term thereof pursuant to Section 2(b), or if Client terminates any Order (including by termination of this AgreementAgreement and all then-current Orders) before the end of the scheduled Service Term thereof, effective immediatelyexcept as permitted by Section 2(b) of these General Terms, if the other partythen Client agrees to pay a termination fee (a "Termination Fee"), calculated as follows: (i) is dissolved one hundred percent (100%) of the average of the most recent 6 months (or liquidated or takes any corporate action all months the Order has been in effect if less than 6 months) monthly recurring charges for such purposethe terminated Services payable for the remainder of the Service Term; (ii) becomes insolvent any early termination or is generally unable cancellation charges levied on ▇▇▇▇▇▇▇▇▇ by any underlying supplier or vendor of services or equipment relevant to paythe terminated Services, or fails to pay, its debts as they become dueif any; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectpro-rata portion of any installation and other non-recurring charges previously waived by ▇▇▇▇▇▇▇▇▇, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawif any; and (iv) makes all installation and other non-recurring charges not waived or seeks previously collected by ▇▇▇▇▇▇▇▇▇. The Termination Fee will be due in addition to make a general assignment for any specific payment obligations that Client may have under the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order terms of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid applicable Order for all Services performed Service provided through the effective date of termination. Client agrees that the injury ▇▇▇▇▇▇▇▇▇ will suffer upon Client's breach or early termination of this Agreement are difficult or impossible to estimate accurately and that Termination Fee provided for in this Section 7(b) is not a penalty, including reimbursable expenses. In but is a reasonable estimate of the probable loss ▇▇▇▇▇▇▇▇▇ will suffer in the event of terminationClient's breach or early termination of this Agreement. ▇. ▇▇▇▇▇▇▇▇▇ may cancel or suspend the provision of any Service, or portion thereof, upon reasonable notice to Client if the Owner will receive reproducible copies provision of Drawingssuch Service, Specifications and other documents completed by or any portion thereof, is determined to violate any applicable law or regulation or of any ▇▇▇▇▇▇▇▇▇ license in any jurisdiction, or is no longer permitted under any of the Engineer up to same. e. Upon the effective date of terminationtermination of any Order: (i) ▇▇▇▇▇▇▇▇▇ will immediately cease providing, and Client will immediately cease using, the Services set forth in such Order; (ii) all licenses granted hereunder with respect to the terminated Service(s)s will immediately terminate; and (iii) any and all payment obligations of Client under this Agreement with respect to such Order(s) (including, without limitation, all charges for Services provided through the date of termination and any Termination Fee due under Section 2(c), above) will be due within thirty (30) days of the effective date of termination of such Order. If Client fails to pay such amounts on the date due, then ▇▇▇▇▇▇▇▇▇ may impose interest on such overdue payments as set forth in Section 3(e). In addition to the foregoing, and except as otherwise set forth in an Order, within thirty (30) days of termination of this Agreement as a whole, each party will return or certify the destruction of all Confidential Information (defined hereafter) of the other party in its possession and will not make or retain any copies of such Confidential Information, except as expressly permitted pursuant to, and in accordance with, the terms of Section 7. f. Termination of this Agreement will terminate all then-current Orders. Except as specifically set forth in a notice of termination hereunder, termination of any Order will not serve to terminate any other Order, this Agreement as a whole or the parties' respective obligations thereunder. The definitions herein and the respective rights and obligations of the parties under Sections 2(c), 2(e)-(f), 3(c) and 6-11 will survive any termination or expiration of this Agreement.

Term Termination. 9.1 The term of this Agreement commences as and the obligation of the Service Provider with respect to the provision of the Services under this Agreement shall commence on the Effective Date and, unless and shall continue until this Agreement is terminated earlier pursuant to any this Section 6. For the avoidance of doubt, this Agreement shall not terminate solely as a result of the Agreement's express provisionsCommitment Amount having been funded in full, will continue in effect until the parties have performed their obligations under end of the Agreement’s terms and conditions (“Term”Commitment Period or a Monetization Event. Subject to the provision of transition services pursuant to Section 6(e). 9.2 In addition to any other express termination right set forth elsewhere in , this AgreementAgreement may be terminated: (1i) Engineer may terminate this Agreement, effective on by the mutual written agreement of the Parties; (ii) by the Company for convenience at any time upon thirty (30) days’ written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured.Service Provider; (2iii) Either party may terminate this Agreement effective on subject to compliance with Section 6(b), by either Party upon written notice to the other party if Party (a “Breach Notice”), in the event such other party Party materially breaches this Agreement through no fault and such breach is incurable or such other Party fails to cure such breach to the reasonable satisfaction of the terminating partynon-breaching Party (A) with respect to breaches of a Party’s payment obligations (when due), and within five (5) Business Days after receipt of such breach: (i) is incapable of cure; written notice, or (iiB) being capable with respect to all other breaches, within fifteen (15) days following receipt of curesuch written notice (or if such breach is not reasonably curable within such fifteen (15)-day period, remains uncured within such longer period as may be agreed by the non-breaching Party in its sole discretion) (as applicable, the “Cure Period”); provided, that in the case of termination by Service Provider, the Company’s breach of this Agreement was not caused primarily by the actions or inactions of Service Provider or any Dedicated Employee or Occasional Employee; (iv) by the Service Provider upon written notice to the Company in the event that the Company or any of its Affiliates institutes or voluntarily joins in a Challenge with respect to a patent or patent application controlled by Nuvve; provided, that such Challenge was not instituted in response to claims by Nuvve, its Affiliates, or its or their licensees that the Company or its Affiliates is infringing or has infringed a patent or patent application controlled by Nuvve; (v) by the Service Provider at any time upon ninety (90) days’ written notice to the Company following the Commitment Period if at the time such notice is delivered, the Company has not approved any Business Opportunities that would utilize vehicle-to-grid technology primarily due to the failure to obtain Special Approval; or (vi) by either Party upon thirty (30) calendar days after the non-breaching party provides the breaching party with days’ written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if to the other party: Party following the earliest to occur of (iA) the date that is dissolved the third (3rd) anniversary of the consummation of an initial public offering of the Company, (B) the date that is the third (3rd) anniversary of the date that Nuvve or liquidated its Permitted Transferees no longer own any equity interests in the Company and (C) the date that is the fifth (5th) anniversary of the date on which Nuvve Parent does not, directly or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable indirectly, have the right to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it designate a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for majority of the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business Board. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The initial term of this Agreement commences as of shall commence on the Effective Date andand expire on the fifth (5th) 12-month anniversary of the Product Launch Date of the Product. This Agreement will automatically renew for additional ** **-year periods, unless terminated earlier pursuant notice of cancellation is delivered by either Party at least ** ** days prior to any the end of the Agreement's express provisionsthen current term. Notwithstanding the above, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this AgreementAgreement shall terminate: (1a) Engineer may subject to Section 7.1(b), ** ** days after notice of a material breach from one Party to the other, but only if such breach remains uncured at the end of such ** ** period; provided, however, that this Agreement shall terminate this Agreementimmediately upon notice of breach to a Party if the same or similar material breach was the subject of a previous notice of breach pursuant to which a ** ** cure period was previously provided to such Party; (b) subject to the Force Majeure provisions of Section 7.3, effective on written immediately upon notice to Owner, from Buyer if: (i) Owner fails to pay Seller does not satisfy Buyer’s binding purchase order requirements for any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose** ** consecutive months; (ii) becomes insolvent Buyer determines in good faith that ** ** or more of any particular Product manufactured and delivered to Buyer during a calendar month is generally unable to paydefective, or fails to paydoes not meet the Specifications for such Product, its debts as they become dueanytime after ** ** of the term of this Agreement; (iii) files Buyer believes in good faith that Seller's quality assurance policies do not comply with Section 3; or (iv) Buyer reasonably determines that any material breach hereunder does or may negatively impact the performance of any of Buyer’s Products, ▇▇▇▇▇’s reputation, patient safety or the safety of any other persons or the environment; (c) in accordance with Section 7.3 or 7.4 hereof; (d) immediately upon notice from a Party if the other Party has filed against it a petition for become the subject of voluntary or involuntary bankruptcy or otherwise becomes subjectbankruptcy, voluntarily or involuntarilyreceivership, to any proceeding under any domestic or foreign bankruptcy or insolvency law; proceedings; (ive) makes or seeks following ** ** written notice from Buyer of its intent to terminate for convenience; (f) immediately upon notice from Seller if ▇▇▇▇▇ fails to make a general assignment for payments to Seller in accordance with the benefit provisions of its creditors; or (v) applies for or has appointed a receiverSection 2.2, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business above. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term of this (a) This Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and shall continue in effect until full force and for the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: longer of (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten a period of five (105) calendar days after Engineer’s delivery of written notice thereof; years or (ii) there have been three (3) or more such payment failures through the completion of Services, unless earlier terminated in the preceding twelve (12) month period, regardless of whether any such failures were timely curedaccordance with this Section 23. (2b) Either party Subject to Section 23(e), this Agreement may be terminated in the following ways: (i) The Parties may terminate this Agreement effective on by mutual written agreement at any time prior to Completion. (ii) Customer may terminate this Agreement for any reason by giving Gallus no less than ninety (90) days written notice. (iii) Gallus may terminate this Agreement at any time up to completion of the Process Demonstration Stage by giving written notice to Customer if Gallus reasonably believes that it will be unable to carry out and complete the other party Services in accordance with the Work Statement due to discovery of a factor which: (A) adversely affects the development of the Process; or (B) adversely affects production of Product by the Process when conducted in accordance with the Gallus SOP; Provided that in either case the factor was not known and could not reasonably have been known at the commencement of the applicable Stage of the Program and provided further that Gallus has used commercially reasonable efforts in its attempts to address the factor prior to such termination. (iv) Either Party may terminate this Agreement if the other party materially breaches is in material breach of this Agreement through no fault of the terminating party, and does not rectify such breach: breach (i) if such breach is incapable of cure; or (ii) being capable of cure, remains uncured remedy) within fourteen (14) calendar days for monetary defaults or thirty (30) calendar days after the for non-breaching party provides monetary defaults (or such additional time reasonably necessary to cure such non-monetary default provided the breaching party with Party has commenced a cure within the thirty (30) day period (or such other period as is reasonably practicable) and is diligently pursuing completion of such cure) after receipt by the breaching Party of written notice of such breachdefault. (3v) Either party Party may terminate this Agreement, effective immediately, Agreement immediately by giving written notice if the other party: (i) is dissolved has a liquidator, receiver, manager receiver or liquidated administrator appointed, or takes any corporate action for such purpose; (ii) becomes insolvent ceases to continue trading or is generally unable to pay, pay debts or fails to pay, its debts as they become due; (iii) files the equivalent occurs in any jurisdiction in which the other is resident or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business carried on business. 9.3 If this (c) The following provisions shall apply if the Agreement is terminated by either partymutual agreement under Section 23(b)(i), the Engineer Customer terminates for convenience under Section 23(b)(ii), or Gallus terminates due to technical issues under Section 23(b)(iii) or for Customer’s material breach or insolvency under Section 23(b)(iv) or 23(b)(v): (i) Customer shall be paid for pay to Gallus all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer sums incurred up to the effective date of termination.termination but not yet paid, including sums which have been incurred but not invoiced at the date of termination (including all sums due in relation to items referred to in Section 8), and (ii) Customer shall pay to Gallus: (A) except where Gallus terminates due to technical issues under Section 23(b)(iii) relating to cancellation of such of the Non-GMP Stages as may be uncompleted at termination (including the effect of redeployment of the Program team), an amount as set forth below to cover Gallus’s cost to wind down the Program: (a) [*****] (b) [*****] (c) [*****]

Term Termination. 9.1 20.1 The term of this Agreement commences as of shall commence on the Effective Commencement Date and, unless earlier terminated earlier pursuant to any of the Agreement's express provisionsor extended as provided below, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions shall end twenty-four (24) months later (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in ) provided that this Agreement: (1) Engineer may terminate this Agreement, effective Agreement shall be automatically renewed on a yearly basis upon expiry thereof unless either Party provides written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice termination to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured Party at least thirty (30) calendar days prior to the end of the then current Term. 20.2 This Agreement may be terminated as follows: (a) If a Party (hereinafter referred to as “the Defaulting Party”): (i) shall hereto commit or permit any material breach of any of the obligations herein contained and on its part to be performed or observed and shall not have remedied such breach (if capable of remedy) within fourteen (14) days after written notice shall have been given to it by any other Party requiring such remedy; (ii) shall go into voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or an Order of Court is made for its compulsory liquidation or being an individual shall become bankrupt or have a receiving order made against any of his assets; (iii) shall enter into any composition or arrangement with its creditors; (iv) shall have a receiver appointed over the whole or any part of its undertaking or assets; (v) shall suffer any encumbrances taking possession of or a receiver or trustee being appointed over the whole or any part of its undertaking, property or assets; or (vi) shall have an order made against it or have a resolution passed for its winding-up, otherwise than for the purpose of a reconstruction or amalgamation previously approved by the other Party. then and in any such event (hereinafter referred to as an “Event of Default”) the Party not in default (the “Non-Defaulting Party”) shall be entitled (but shall not be obliged) to give notice in writing to terminate this Agreement to the Defaulting Party within fourteen (14) days from the date of which the Non-Defaulting Party becomes aware of the occurrence of the Event of Default. 20.3 This Agreement shall be terminated automatically and immediately without any prior notice if any of the following events shall occur: (a) When the Company or any of its directors and/or business owners of the Company has been blacklisted by the Bank and/or Card Associations; (b) The Card Associations de-registers iPay88 or the Bank ceases to be a member of the Card Associations for any reason whatsoever; (c) The Company is involved in fraudulent, counterfeit, suspicious and/or wrongful activity; (d) The Company enters into another agreement under a new name with the intention to circumvent the provisions of the Standards; (e) The Company carries out activities that causes the Bank and/or iPay88 to violate the Standards; or (f) The Company performs any other activities that may result in undue economic hardship or damage to the goodwill of the system of the Card Associations; (g) Irregular transactions by the Company, excessive chargebacks as listed under the Excessive Chargeback Program, non-breaching party provides compliance with any applicable data security standards as determined by iPay88, Card Associations and/or the breaching party with written notice Bank, or any other circumstances which, in the discretion of iPay88, the Bank and/or Card Associations, may increase the risk exposure of such breachparties or otherwise present a direct or indirect financial or security risk to such parties; (h) A violation by the Company of any laws and/or Standards; or (i) The Company processes more than United State Dollars One Hundred Thousand (USD100,000.00) only annually (based upon the date its account is approved) for any cards and does not enter into a merchant agreement directly with the Bank. 20.4 Upon the termination of this Agreement, the following provisions shall apply: (a) The Company shall cease all use of the Services, any pending transactions to be performed under the Services will be cancelled, and the Company’s account will be terminated. (3b) Either party The Company may terminate not use closure of its account as a means of evading investigation - if an investigation is pending at the time the Company closes its account, iPay88 may continue to hold its funds for up to one hundred and eighty (180) days as appropriate to protect iPay88 against the risk of reversals. If the Company is later determined to be entitled to some or all of the funds in dispute, iPay88 will release those funds to the Company within thirty (30) days. The Company will remain liable for all obligations related to its account even after such account is closed. (c) Notwithstanding termination of this Agreement, effective immediatelythe Company shall remain liable for any obligations accrued prior to the termination of this Agreement, if the other party: (i) is dissolved or liquidated or takes including, but not limited to, any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business charged back and/or reversed transactions. 9.3 20.5 If this Agreement is the Company does not access its account for a period of three years, it will be terminated by either party, iPay88 without further notice. After the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expensesiPay88 will use the accounts and/or address information the Company provided to try to send the Company any funds that iPay88 is holding in custody for the Company. In If that information is not correct, and iPay88 is unable to complete the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up payment to the effective date of terminationCompany, its funds will be subject to the laws applicable to unclaimed property and monies.

Term Termination. 9.1 The term of this This Agreement commences as of shall commence on the Effective Date andand shall continue for a period of three (3) years, unless or until terminated earlier pursuant to any by a Party in accordance with the provisions of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions this Article 9 (“Term”). The Agreement will automatically renew each year thereafter for a period of one (1) year, unless either Party notifies the other Party in writing at least thirty (30) days prior to the renewal date that it does not want to renew the Agreement. 9.2 In addition Notwithstanding the foregoing, either Party (the “Terminating Party”) shall be entitled to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on or any specific Work Order, immediately and forthwith by written notice to the other party if Party if: 9.2.1. the other party materially breaches Party commits a breach of any material provision of this Agreement through no fault of the terminating party, and fails to remedy such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured breach within thirty (30) calendar days after the non-breaching party provides the breaching party with receipt of written notice of such breach.from the Terminating Party identifying the breach and requiring it to be remedied; or (3) Either party may terminate this Agreement, effective immediately, if 9.2.2. the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) Party makes or seeks to make a general an assignment for the benefit of creditors, voluntary arrangement with its creditorscreditors or becomes subject to an administration order; or 9.2.3. the other Party goes into liquidation, except for the purpose of amalgamation, reconstruction, merger or (v) applies other reorganization and in such manner that the entity resulting from the reorganization agrees to be bound by or assume the obligations imposed on that other Party under this Agreement; or 9.2.4. the other Party faces bankruptcy or the other Party receives a notice for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of winding up from any court of competent jurisdiction to take charge of or sell any material portion of its property creditors and is unable to pay the amounts demanded or business reply to the same. 9.3 If aTyr may terminate this Agreement is terminated or any Work Order by either partygiving forty (45) days written notice to Syngene at any time. Such termination maybe effective upon such notice or on such later date specified by aTyr in such notice. Notwithstanding anything contained in this Article 9, no right or obligation of the Engineer Parties shall be paid affected during the notice period as stated in this Article 9 hereinabove and no termination of this Agreement will affect any rights and obligations of the Parties incurred prior to such termination. 9.4 Sections 2.9, 2.14, 9.4, 9.6 and 9.7 and Articles 1, 5, 7, 8, 10 and 11 shall survive the expiration or earlier termination of this Agreement. 9.5 Termination of any specific Work Order under this Agreement shall not affect the Services being performed under any other Work Orders under this Agreement. 9.6 Upon the expiration or earlier termination of this Agreement, for whatever reason, Syngene shall cease all Services performed through being provided under this Agreement, unless otherwise agreed by the Parties in writing, and aTyr shall make payments under any Work Order executed for any Services that have commenced on/before the effective date of terminationtermination or such other date as may be mutually agreed. aTyr shall be liable to pay Syngene for all work completed, including reimbursable expenses. In work in progress, all materials purchased and all non-cancelable orders placed for providing Services. 9.7 Upon the event expiration or earlier termination of terminationthis Agreement, the Owner Receiving Party shall return all Confidential Information of the Disclosing Party in its possession. Thereafter, all rights of Receiving Party to use Confidential Information of the Disclosing Party will receive reproducible copies cease with immediate effect. The Receiving Party shall be entitled to retain one copy of Drawingsthe Confidential Information of the Disclosing Party solely for archival purposes, Specifications for regulatory compliance and other documents completed by the Engineer up to the effective date of termination.for enforcing its rights under this Agreement,

Term Termination. 9.1 14.1 The term of this Agreement commences as of is for one (1) year, beginning on the Effective Date andof this Agreement. 14.2 An applicable SOW will terminate automatically upon the complete performance of both RPI and the Client, unless terminated earlier including the delivery of the deliverables and working papers and the payment of the compensation and reimbursable expenses. All SOWs shall terminate upon the non-renewal of this Agreement pursuant to Section 14.1 or the termination of this Agreement for any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”).reason 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: 14.3 Either party may terminate one (1) Engineer may or more SOWs and/or terminate this Agreement, effective on Agreement upon written notice to Ownerthe other party by reason of the other party’s breach of any material provision of this Agreement or any SOW, if: (i) Owner fails to pay any amount when due hereunderprovided that, and if such failure continues more than breach is curable, the breach is not cured within ten (10) calendar days after Engineer’s delivery of written notice thereofto cure such breach; provided, however, such ten (10) day cure period does not apply where the same or a materially similar breach has occurred (ii“Prior Breach”) there have been three (3) or more such payment failures in the preceding previous twelve (12) month period, regardless of whether any such failures were timely cured.months and written notice to cure was provided with respect to the Prior Breach (2) 14.4 Either party may terminate one (1) or more SOWs and/or this Agreement effective on Agreement, without cause, upon the giving of written notice to the other party if at least ninety (90) days prior to the termination date. 14.5 In the event that either party is debarred, suspended or excluded from participating in any federal administrative agency program or federally-funded health care program during the term of this Agreement, the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if agreement upon giving the first party written notice of termination. 14.6 Upon notice of termination and the request of the other party: , RPI and Client will promptly return each other’s property, including but not limited to, personal property, and intangible property. RPI and Client may choose to return or destroy Confidential Information within ninety (i90) is dissolved days of such notice and retain no copies of Confidential Information. Upon such return or liquidated destruction of all copies of Confidential Information and giving notice to the other party in accordance with this Agreement’s notice provisions, such party will terminate all of that party’s rights and obligations regarding the Confidential Information. 14.7 Termination of this Agreement or takes any corporate action for such purpose; (ii) becomes insolvent SOW shall not relieve any party from liability arising out of an antecedent breach of this Agreement or is generally unable to paythe applicable SOW, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to relieve any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order party of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If obligation created in this Agreement is terminated by either party, or the Engineer shall be paid for all Services performed through the effective date of terminationapplicable SOW, including reimbursable expenses. In but not limited to paying compensation for services provided before the event of terminationtermination date, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up which obligation is intended to the effective date of terminationsurvive such termination pursuant to its terms.

Term Termination. 9.1 The term of this (a) This Agreement commences is effective as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, and will continue remain in effect until for five (5) years after the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedEffective Date. (2b) This Agreement may be terminated by either party at any time in the event of a material breach by the other party which remains uncured after thirty (30) days written notice. (c) Either party may terminate this Agreement effective on at any time, without cause, upon sixty (60) days prior written notice to the other party if the other party materially breaches party. (d) Upon expiration or termination of this Agreement through no fault of the terminating partyAgreement, and such breach: (i) is incapable of cure; both parties shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the two parties, (ii) being capable each party agrees not to act in any way to damage the reputation of curethe other party's products or services, remains uncured thirty and (30iii) calendar days Referring Party shall cease to promote, solicit, or procure orders for any Marketplace Agreement. PurchasePro's execution of any Marketplace Agreement after termination of this Agreement shall not be construed as a renewal or extension of this Agreement, or as a waiver of the right to terminate or of any other matter or right and PurchasePro shall have the right after the non-breaching party provides the breaching party termination of this Agreement to deal with, and solicit orders from, any and all persons and entities, including referred Customers or potential referred Customers, who dealt with written notice or were referred by Referring Party, without any liability of such breachany kind to Referring Party. (3e) Either party may terminate Notwithstanding expiration or termination of this Agreement, effective immediatelyexcluding any termination by PurchasePro pursuant to paragraph (b) of this Section 4, if the other party: right of the Referring Party to purchase Warrant Shares, in accordance with the terms and conditions as set forth in the Warrants attached hereto as Exhibit A and Exhibit B, shall continue to vest and be exercisable based upon all Qualified Revenue received during the Exercise Period from any and all Customers which (i) is dissolved have become Qualified Referrals prior to the date of any such expiration or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; termination or (vb) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order become Qualified Referrals within three (3) months after the date of any court of competent jurisdiction to take charge of such expiration or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The initial term of this Agreement commences as of will commence on the Effective Date andand continue until the earlier of (a) November 30, unless terminated earlier pursuant to any 2007 or (b) the day after the conclusion of the Agreement's express provisions2007 Parade (the “Initial Term”), and will continue in effect until automatically renew for consecutive one (1)-year renewal terms (each, a “Renewal Term”) unless Chuy’s notifies MY/ZP on or before April 1, 2007 (with respect to the parties have performed their obligations under first Renewal Term), and April 1 of any other then current term of its intent not to renew (the Agreement’s terms Initial Term and conditions (any Renewal Terms will be referred to collectively as the “Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer . Either Party may terminate this Agreement, effective on written notice Agreement prior to Owner, ifthe expiration of the Term as follows: (i) Owner by a Party immediately upon notice to the other Party if the other Party breaches any provision of this Agreement and fails to pay any amount when due hereunder, and such failure continues more than ten cure the breach within fourteen (1014) calendar days after Engineer’s delivery notice of written notice thereofthe breach; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written by a Party immediately upon notice to the other party Party if the other party materially breaches this Agreement through no fault Party is insolvent or has a petition brought by or against it under the insolvency laws of the terminating party, and such breach: (i) is incapable of cureany jurisdiction; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) Party makes or seeks to make a general assignment for the benefit of its creditors; if the other Party has been dissolved, wound up, or (v) applies for liquidated; or has appointed if a receiver, trustee, custodian, or similar agent is appointed by order of with respect to any court of competent jurisdiction to take charge of or sell any material substantial portion of its the property or business . 9.3 If of the other Party. Notwithstanding anything to the contrary in this Agreement, termination or expiration of this Agreement is terminated by either party, will not affect any of the Engineer shall be paid for all Services performed through Parties’ respective rights or obligations that are (i) vested pursuant to this Agreement as of the effective date of terminationsuch termination or expiration (including obligations for payment, indemnity and remedies for breach of this Agreement); or (ii) reasonably intended by the Parties to survive such termination or expiration, including reimbursable expenses. In the event of terminationSection 1(a)(ii)(3) and (4), the Owner will receive reproducible copies last three sentences of DrawingsSection 1(a)(ii), Specifications Section 1(a)(iii), the third sentence of Section 1(b), Section 2(b), and other documents completed by the Engineer up to the effective date Sections 3 through 11 of terminationthis Agreement.

Term Termination. 9.1 The term (a) This agreement will enter into force on the Commencement Date and shall remain in force for an initial period of this Agreement commences as three (3) years, to be followed by a two (2) year period of the Effective Date andautomatic renewal, unless terminated earlier pursuant by either party, subject to any the terms contained within Section 16 and PROVIDED ALWAYS THAT this Agreement shall under no circumstances whatsoever remain in force for a total period of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten five (105) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedyears. (2b) Either At any time after the Commencement Date, either party may terminate this Agreement without cause by providing eighteen (18) calendar months’ prior written notice of termination to the other party, which such termination shall be effective on upon the expiration of such eighteen (18) calendar month period. (c) In the event of a material breach: (A) in the case of Biochrom, of its obligations pursuant to Section 2(b)(i), 4(a), 8, 10(a), 11, 12(a), 13(b) or 14 and (B) in the case of AP Biotech, of its obligations pursuant to Section 5(a), 9, 10(b), 12(b), 14 or 17, which shall (if capable of remedy) not be remedied within thirty (30) days of written notice of such breach from the non-breaching party (which notice shall specify the obligations under this Agreement that have been breached), the Agreement shall terminate effective upon the expiration of such thirty (30) day period. (d) A party shall have the right to terminate this Agreement by immediate written notice to the other party, upon the occurrence of an Insolvency Event with respect to the other party. (e) Either party shall be entitled to terminate this Agreement by immediate written notice if during its term the other party materially breaches this Agreement through no fault undergoes a Change of Control, which, in the reasonable opinion of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after party could preclude the non-breaching other party provides the breaching party with written notice of such breach. (3) Either party may terminate from substantially performing its obligations under this Agreement, effective immediately, if . For the other party: purposes of this paragraph (ie) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit “Change of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer Control” shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.mean:-

Term Termination. 9.1 The term of this 3.1 Unless earlier terminated as provided herein, the Agreement commences as shall remain in full force and effect for the Term set forth in the Services Agreement. Upon expiration of the Effective Date andTerm, unless terminated earlier pursuant the Agreement shall automatically terminate and may only be renewed upon mutual written agreement of the Parties. The Agreement may be terminated, in whole or in part, without penalty as follows: (a) by DaVita without cause, upon thirty (30) days’ written notice of termination to Supplier; (b) by DaVita effective immediately upon written notice, if Supplier or any Personnel defaults in the performance of or breaches any of the Agreement's express provisionsits covenants, will continue in effect until the parties have performed their agreements or obligations under the Agreement, or otherwise engages in any misconduct, or if any Supplier act or omission, in DaVita’s terms reasonable determination, results in or is likely to result in a health, safety or security concern, including damage to property or theft; (c) by Supplier, subject to thirty (30) days’ prior written notice, if DaVita materially breaches the Agreement and conditions does not cure such breach within thirty (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: 30) days of receipt of notice describing the breach; (1d) Engineer may terminate this Agreementby either Party, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on immediately upon written notice to the other party Party, if the other party materially breaches this Agreement through no fault of the terminating party, and such breachParty: (i) is incapable becomes the subject of cure; any bankruptcy proceedings, receivership or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposeinsolvency proceedings; (ii) becomes insolvent makes an assignment or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment other arrangement for the benefit of its creditors; (iii) fails to pay its debts as they become due or admits its inability to do so; or (viv) applies otherwise ceases to do business; or (e) as otherwise set forth in the Agreement. 3.2 Upon expiration or earlier termination of the Agreement, neither Party shall have any further obligations to the other Party, except (a) for those liabilities or has appointed obligations which, at the time of expiration or termination, have already accrued or which may accrue prior to such date, (b) Supplier shall, at DaVita’s option and pursuant to its instructions, promptly return or destroy, and certify the destruction of, all DaVita Confidential Information, and any other property and materials furnished by DaVita pursuant to the Agreement, (c) Supplier shall immediately provide a receiver, trustee, custodian, or similar agent appointed by order pro rata refund of any court of competent jurisdiction prepaid or unutilized fees or other payments and take all such action as is reasonably necessary to take charge of or sell any material portion of its property or business terminate all in-progress Services in an orderly manner; and/or (d) as otherwise expressly provided in the Agreement. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term This Agreement shall commence as of the date of this Agreement commences as of and shall extend through December 31, 2006 (the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”). Thereafter, the parties shall negotiate in good faith to extend the Agreement. 9.2 In addition to This Agreement may be terminated at any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on time by written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, agreement executed by STERIS and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedSTERION. (2) 9.3 Either party may terminate this Agreement effective upon: (a) the material breach by the other party of any provision of this Agreement, which breach shall not have been cured by the breaching party within 30 days after receipt of notice of such breach by the non-breaching party; (b) the commencement of any administrative or governmental action or measure that suspends or terminates the other party’s business and such suspension or termination is not vacated within 30 days; (c) the insolvency of the other party or the failure of the other party to meet its debts as they become due; (d) the other party’s general assignment for the benefit of creditors or commencement of liquidation, bankruptcy or receivership; (e) the other party’s discontinuation of its corporate existence or merger or consolidation with (where it is not the surviving entity), or sale or lease of all or substantially all of its assets to, any other entity without the prior written consent of the other party hereto; (f) a change of control of the other party without the prior written consent of the other party hereto; provided that for the purposes of this Agreement a “change of control” shall occur when a party to this Agreement consummates a merger, consolidation, share exchange, division or other transaction or series of any of the foregoing transactions with any person resulting in the shareholders of such party immediately prior to such transaction beneficially owning, directly or indirectly, 50% or less of the combined voting power of the outstanding voting securities of such party; or (g) the other party ceasing to carry on business or committing any act amounting to business failure. The termination of this Agreement pursuant to this Section shall not relieve the breaching party of any liability to the other party for any damages suffered as a result of such breach. 9.4 STERIS may terminate this Agreement as of the first anniversary of the date of this Agreement or any time thereafter by providing 90 days’ prior notice to STERION of such termination. 9.5 STERIS shall have the right to (i) terminate this Agreement (ii) terminate any existing Manufacturing Orders and/or (iii) cancel any shipments under such Manufacturing Orders, in each of clauses (i) through (iii) of this Section without any liability of STERIS to STERION in the event: (a) STERION is unable or fails to manufacture or deliver the Products in accordance with the terms and conditions contained in this Agreement for a period of more than 30 consecutive days; (b) a quality failure occurs that requires a field correction as ordered by a regulatory authority; (c) STERIS terminates this Agreement pursuant to Section ; or (d) STERIS and STERION fail to reach agreement on pricing for any renewal term pursuant to Section . 9.6 STERION shall use its best efforts to provide STERIS with prior written notice when STERION believes or has reason to believe that it will be unable or unwilling to manufacture the Products for a period of more than 30 consecutive days. 9.7 Upon termination of this Agreement for any reason, all obligations under this Agreement shall terminate; except that: (a) all open Manufacturing Orders not terminated pursuant to Section hereof shall be processed as provided in this Agreement; (b) the confidentiality provisions contained in shall survive as provided therein; (c) the provisions of shall survive as provided therein; (d) STERION’s obligations to assist in the relocation and transition of the manufacturing services as described in Section shall survive; (e) indemnification provided in shall survive the termination of this Agreement without limitation as to time; and (f) the provisions of Section 9.0 of attached Exhibit C shall survive. 10.1 Each party will keep in strict confidence, and will not, directly or indirectly, at any time during the Initial Term or thereafter or after the termination of this Agreement, disclose, furnish, disseminate, publish, make available or, except in the course of exercising such party’s rights or performing such party’s obligations under this Agreement, use any trade secrets or confidential business or technical information of the other party or its products, intellectual property, customers, licensees, suppliers or development or alliance partners or vendors, regardless of when or how such party may have acquired such information (“Confidential Information”). Such Confidential Information shall include, without limitation, the terms of this Agreement, the terms of the Purchase Agreement, the Intellectual Property (as defined in the Purchase Agreement), the other party’s product development methods and business techniques, work plans, formulas, test results and information, applications, algorithms, technical information, manufacturing information, design information, cost or pricing information, know-how, technology, prototypes, ideas, inventions, improvements, training, sales volume service and business manuals, promotional materials, development partnerships and other alliances, customer lists, prospective customer lists and other business information, materials and property, and all Improvements (as herein defined). 10.2 Each of the parties hereto may disclose the Confidential Information to those of its employees, sub-contractors, sub-distributors or agents as may be reasonably necessary to carry out the provisions of this Agreement; provided that before any such disclosure, the disclosing party shall make those employees, sub-contractors, sub-distributors and agents aware of the disclosing party’s obligations of confidentiality under this Agreement and shall at all times procure compliance by, and be responsible for any non-compliance by, those employees, sub-contractors, sub-distributors or agents with such confidentiality obligations. 10.3 Each party specifically acknowledges that all Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of such party and whether compiled by either or both parties, (i) derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, (ii) that reasonable efforts have been made by the other party to maintain the secrecy of such information, (iii) that such information is the sole property of the other party and (iv) that any retention and use of such information by such party during the Initial Term or thereafter (except in the course of exercising such party’s rights or performing such party’s obligations under this Agreement) or after the termination of this Agreement constitutes a misappropriation of the other party’s trade secrets. The foregoing shall not apply to information that (i) has become generally available and publicly known through no wrongful act or breach of any obligation of confidentiality by such party; (ii) was approved in writing for release by the other party; or (iii) was received by such party from a third party who has no obligation of confidentiality to the other party regarding this information. 10.4 In the event that either party hereto shall be legally compelled or required (by written interrogatories, depositions, court order, requests for information or documents, subpoenas, civil investigative demands or similar compulsory process or the requirements of the federal securities laws and the rules and regulations promulgated thereunder, the Securities and Exchange Commission (the “SEC”) or any state securities commission or a representative of any securities market) (for purposes of this Section , a “Compelled Party”) to disclose any of the Confidential Information, the Compelled Party shall promptly provide written notice to the other party if the to enable such other party materially breaches this Agreement through no fault to seek a protective order, in camera process or other appropriate remedy to avoid public or third-party disclosure of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expensesConfidential Information. In the event of terminationthat such protective order or other remedy is not obtained, the Owner Compelled Party shall furnish only so much of the Confidential Information that it is legally compelled to disclose and shall exercise its best efforts to obtain reliable assurance that confidential treatment will receive reproducible copies be accorded the Confidential Information. The Compelled Party shall cooperate with and assist the other party in seeking any protective order or other relief requested pursuant to this Section . Notwithstanding the foregoing, STERIS acknowledges that STERION is required to disclose the terms of Drawingsthis Agreement and the Purchase Agreement by filing a Current Report on Form 8-K with the SEC and to file this Agreement and the Purchase Agreement as exhibits to such Form 8-K and on its Annual Report on Form 10-K SB and that such filings, Specifications and other documents completed by than the Engineer up filing of any schedules or exhibits to this Agreement or the Purchase Agreement, will not be subject to the effective date provisions of terminationthis Section 10.4; provided, however, that STERION will provide STERIS a copy of such Form 8-K at least three business days prior to filing and give STERIS an opportunity to comment thereon, which comments must be received at least one business day prior to filing such Form 8-K. 10.5 Upon termination of this Agreement for any reason, each party hereto shall promptly return to the other party all tangible forms of Confidential Information of the other party held by such party.

Term Termination. 9.1 The term of (a) Unless sooner terminated as herein provided for, this Agreement commences as shall remain in full force and effect for a period of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in years from the preceding twelve date first above written (12) month period, regardless of whether any such failures were timely curedthe "Term"). (2b) Either party may terminate this Agreement effective on written notice prior to the other party end of the Term if the other party has materially breaches breached its obligations under this Agreement through no fault of the terminating party, and such breach: (i) breach is incapable of cure; or (ii) being capable of cure, remains uncured not cured within thirty (30) calendar days after written notice from the non-breaching party provides the breaching party with written notice of such breachparty. (3c) Either party may terminate this Agreement, effective immediately, Agreement prior to the end of the Term if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) party makes or seeks to make a general assignment for the benefit of its creditors; , files a voluntary petition in bankruptcy or (v) applies for reorganization under the bankruptcy laws or has appointed if a receiver, trustee, custodianpetition is filed against it, or similar agent if a receiver or trustee is appointed by order for such other party, upon delivery of any court of competent jurisdiction notice to take charge of or sell any material portion of its property or business the other party. 9.3 If (d) Licensor shall have the right to terminate this Agreement upon notice to Licensee if Licensee ceases to use the Marks for the Services for a period of more than ninety (90) days. Such notice may be given at any time prior to the expiration of such ninety (90) days period, provided Licensee has not resumed use of the Marks prior to the receipt of such notice. (e) Upon expiration or termination of this Agreement, unless termination is terminated due to a breach by either partyLicensee, Licensor will not use, directly or indirectly, or authorize the Engineer use of the Marks or the URLs, including without limitation in metatags or similar codes, for a period of one (1) year following expiration or termination. (f) Upon expiration or termination of this Agreement, whether pursuant to this Section 5 or otherwise, Licensee shall be paid for cease all use of the Marks and the URLs and the provision of all Services performed through in association with the effective date of terminationMarks, including reimbursable expenses. In the event of terminationor any word or design confusingly similar to the, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationMarks.

Term Termination. 9.1 The term 12.1 Unless earlier terminated as hereinafter provided, the “Term” of this Agreement commences as shall mean a period of time commencing on the Effective Date andand ending, unless terminated earlier pursuant to any of the Agreement's express provisionson a country by country basis, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: on (1) Engineer the date of expiration of the last to expire of PATENT RIGHTS in countries where PATENT RIGHTS exist. Thereafter, the Agreement shall expire automatically and ANABIOS shall have a fully paid up, perpetual, royalty-free license without further obligation to ZALICUS. 12.2 Except as otherwise provided by law, this Agreement may terminate this Agreement, effective on written notice to Owner, if: be terminated with immediate effect (ia) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures by either Party in the preceding twelve (12) month period, regardless event of whether any such failures were timely cured. (2) Either party may terminate a material breach of this Agreement effective on written notice to by the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: Party which is not remedied within ninety (i90) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written from notice of such breach. ; (3b) Either party may terminate this Agreementby either Party, effective immediatelyin any of the following events: bankruptcy, if insolvency of the other party: (i) is dissolved Party, or, should any Party make an assignment for the benefit of creditors or liquidated commit an act of bankruptcy or takes any corporate action for such purpose; (ii) becomes insolvent file or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has have filed against it a petition for voluntary or involuntary in bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawreorganization proceedings; (ivc) makes at ANABIOS’ discretion in accordance with the terms described in Article 7.2 12.3 Termination of this Agreement for any reason shall not release either party hereto from any obligation or seeks liability, which at the time of such termination has already accrued or, in the case of milestone obligations, ANABIOS shall be obligated to make a general assignment pay ZALICUS milestones that are achieved by ANABIOS within twelve (12) months of this Agreement’s termination for the benefit of its creditors; any or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business no reason. 9.3 If 12.4 Article 2 (Representations & Warranties), Article 6.4 (Maintenance of Records), Article 10 (Indemnification, Product Liability & Insurance), Article 11 (Use of Names & Confidentiality), Article 15 (Dispute Resolution) and Article 16.1 (Governing Law) shall survive the expiration and any termination of this Agreement. 12.5 Except as otherwise provided in this Article 12, all rights and obligations of the parties under this Agreement is terminated by either party, shall terminate upon the Engineer shall be paid for all Services performed through the effective date expiration or termination of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The 1.1. Employer hereby hires Employee and Employee accepts such employment for a two (2) year term commencing on the Effective Date. 1.2. After expiration of the two (2) year term described in Section 1.1 above, this Agreement commences as shall remain in full force and effect unless and until either party gives the other at least six (6) months prior written notice of the Effective Date and, unless terminated earlier pursuant its determination to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement. 1.3. This Agreement shall be automatically terminated on the death of Employee or on the permanent disability of Employee if Employee is no longer able to perform in all material respects the usual and customary duties of its employment hereunder. For purposes hereof, effective on written notice any condition which in reasonable likelihood is expected to Owner, if: (i) Owner fails impair Employee's ability to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery materially perform its duties hereunder for a period of written notice thereof; or (ii) there have been three (3) months or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedshall be considered to be permanent. (2) Either party 1.4. Employer may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault for cause if: (a) Employee is convicted of the terminating partyan offense constituting a felony or involving moral turpitude; or (b) in any material or substantial way, and such breach: Employee (i) is incapable violates any rule, regulation, practice or policy of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposeEmployer; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become dueviolates any provision of this Agreement; (iii) files is materially dishonest in the performance of its duties hereunder or has filed against it engages in a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, material conflict of interest with the Employer that is not fully disclosed to any proceeding under any domestic or foreign bankruptcy or insolvency lawand approved by the President of Employer; (iv) makes fails to follow reasonable instructions or seeks directions from the President of Employer, or any other person authorized by the Board of Directors to make a general assignment give such instructions (for purposes of this Agreement, the benefit President of its creditorsEmployer and/or such other authorized persons are collectively referred to as the "President"); or (v) applies fails to perform the services required pursuant to this Agreement. A notice of termination pursuant to this Section 1.4 shall be in writing and shall state the alleged reason for or has appointed a receivertermination. Employee, trusteewithin not less than fifteen (15) nor more than thirty (30) days after such notice, custodianshall be given the opportunity to appear before the Board of Directors of the Employer, or similar agent appointed a committee thereof, to rebut or dispute the alleged reason for termination. If the Board of Directors or committee determines, by order a majority of any court the disinterested directors, after having given Employee the opportunity to rebut or dispute the allegations, that such reason is indeed valid, Employer may immediately terminate Employee's employment under this Agreement for cause. Immediately upon giving the notice contemplated by this paragraph, Employer may elect, during the pendency of competent jurisdiction such inquiry, to take charge relieve Employee of or sell any material portion of its property or business Employee's regular duties. 9.3 1.5. Upon termination, Employee shall be entitled to the following: (a) If this Agreement and Employee's employment is terminated pursuant to Section 1.3 as a result of Employee's death or disability, or by either partyEmployee, then Employer shall pay Employee or Employee's representative, as the Engineer shall be paid for all Services performed case may be, Employee's then-current base salary (excluding any bonuses and non- cash benefits) through the effective date of termination, including reimbursable expenses. In and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement and Employee's employment for cause pursuant to Section 1.4, or this Agreement is terminated at the event end of terminationits initial or any renewal term by either party, the Owner will Employee shall not be entitled to receive reproducible copies any additional salary, bonus or benefits beyond those earned or accrued as of Drawings, Specifications and other documents completed by the Engineer up to the effective date of the termination. (c) If Employer terminates this Agreement and Employee's employment without cause other than pursuant to the provisions of Section 1.2, then Employee shall be entitled to continue to receive the base salary that Employee was receiving immediately prior to such action by Employer, through the end of the then-current initial or renewal term of this Agreement. 1.6. Any termination of this Agreement or Employee's employment shall not release either Employer or Employee from their respective obligations to the date of termination nor from the provisions of Section 4 hereof.

Term Termination. 9.1 7.1 The initial term (“Initial Term”) of this Agreement shall be for a period of one (1) year commencing on the Effective Date and expiring one (1) year following Licensee’s access to the Branded Platform solution allowing customers to conduct Margin Transactions. Thereafter, the term of this Agreement commences as will automatically be extended for additional successive one-year periods (each, a “Renewal Term”) unless either Party shall have notified the other Party in writing of its desire not to extend the term hereof at least thirty (30) days prior to the end of the Effective Date and, unless terminated earlier pursuant to Initial Term or any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Renewal Term”). 9.2 In addition to any 7.2 Except as expressly provided otherwise hereunder, this Agreement may be terminated in no manner other express termination right set forth elsewhere in this Agreement:than the following (1a) Engineer may terminate this AgreementBy the Terminating Party, effective on immediately, upon written notice to Owner, the Terminated Party if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery representation or warranty of written notice thereofthe Terminated Party contained herein is untrue in any material respect; or (ii) there have been three if the Terminated Party becomes insolvent, makes an assignment for the benefit of the Terminated Party’s creditors, is unable to meet its debts as they mature (3) or more such payment failures admits in writing to that effect), files or suffers to be filed against it any petition under any provision of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt or similar law or statute (and in the preceding twelve case of a petition filed against the Terminated Party, such petition shall continue indisposed for a period of thirty (1230) month period, regardless of whether any such failures were timely cured.days); (2b) Either party may terminate this Agreement By the Terminating Party, effective on immediately, upon written notice to the other party Terminated Party if the other party materially breaches this Agreement through no fault of the terminating party, and such breachTerminated Party: (i) is incapable of cureno longer in good standing with all regulatory authorities to which it is subject; or (ii) being ceases to conduct business substantially as presently conducted; (iii) breaches any provision of this Agreement which is incapable of remedy or which, if capable of cureremedy, remains uncured thirty is not remedied within fourteen (3014) calendar days after the non-breaching party provides the breaching party with days’ written notice from the Terminating Party of such said breach; (c) By the Terminating Party, effective immediately, upon written notice to the Terminated Party if it becomes unlawful for either Party to perform or comply with any of its obligations hereunder. 7.3 If FXCM determines, in its sole discretion, that Licensee and/or any of Licensee’s customers show abnormal trading activity or have adopted trading strategies aimed at exploiting price misquotes via the White Label Platform or are generally deemed to be acting in bad faith, FXCM will be entitled to: (3i) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposeupon written notice to Licensee; (ii) becomes insolvent terminate the customer accounts affected by abnormal trading or is generally unable to pay, or fails to pay, its debts as they become dueabuse; and/or (iii) files take any other action FXCM deems necessary to avoid abnormal trading or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business abuse. 9.3 If 7.4 Upon termination of this Agreement is terminated by either partyAgreement, Licensee agrees immediately to cease all use of the Branded Platform, the Engineer ▇▇▇▇, Prices, and any and all other intellectual property belonging to FXCM. 7.5 Notwithstanding termination of this Agreement, FXCM shall be paid for pay to Licensee, on the regularly scheduled payment date, all Services performed Maintenance Fees earned but not yet paid, through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination. 7.6 Upon termination of this Agreement, each Party agrees to assist and comply with the other Party’s reasonable directions, at the other Party’s sole cost, to cause the orderly transition and migration of services and data in connection with the termination. 7.7 Each Party’s rights of termination hereunder are in addition to all other remedies and rights to which it may be entitled at law or in equity.

Term Termination. 9.1 The term of this (a) This Agreement commences shall be effective as of the Effective Date and, unless terminated earlier pursuant to any and have a term of one year. This Agreement shall renew at the end of each one year term for another one year term upon Licensee’s payment of the Agreement's express provisionsAnnual Fee for the next one year term, will continue in effect until the parties have performed their obligations under the Agreementsuch as may be invoiced to Licensee by TMNA’s terms and conditions nominee (“Term”presently, ETI). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party . TMNA may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured without cause upon within thirty (30) calendar days written notice to Licensee. If TMNA terminates this Agreement without cause, Licensee shall receive a pro-rata refund of the Annual Fee that it paid for the current one year term. TMNA may also terminate this Agreement immediately by giving Licensee written notice of termination if Licensee fails to timely pay the Annual Fee for the next one-year term, such as by the due date set forth in the invoice for the Annual Fee for the next one-year term. (b) If Licensee (i) breaches any of its material obligations hereunder (including without limitation, its obligations under Section 3, 4 or 8) and fails to remedy that breach within thirty (30) days after the non-breaching party provides the breaching party with breach has been called to its attention by written notice of such breach. (3) Either party may terminate this AgreementTMNA, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent files a petition in bankruptcy, has an order entered or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has a petition in bankruptcy filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectit, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; creditors or otherwise acknowledges insolvency, (iii) is adjudged bankrupt, (iv) commences or is placed in complete liquidation, or (v) applies for or has appointed suffers the appointment of a receiver, trusteewho is not discharged within ninety (90) days after being appointed, custodian, or similar agent appointed by order of for any court of competent jurisdiction to take charge of or sell any material substantial portion of its property or business business; then, and in any such event, TMNA may terminate this Agreement immediately by giving written notice of such termination to Licensee. 9.3 If (c) Sections 3, 4, 6, 8, 9(c), 10, 11 and 12 survive termination or expiration of this Agreement is terminated by either partyAgreement. (d) Within ten (10) days after the termination or expiration of this Agreement, Licensee shall delete all Toyota Diagnostic Data from any electronic media and destroy all other copies, and shall confirm in writing that it has done the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationforegoing.

Term Termination. 9.1 The term (a) Notwithstanding any other provision of this Agreement commences as of Agreement, Cheminor, on the Effective Date andone hand, unless terminated earlier pursuant to any of or Schein, on the Agreement's express provisionsother, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written by notice in writing to Owner, ifthe other upon or at any time after the occurrence of any of the following events: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches commits a material breach of this Agreement through no fault which (a) in the case of a breach capable of a remedy, shall not have been remedied within sixty (60) days of the terminating partyreceipt of a notice identifying the breach and requesting its remedy and (b) continues to exist at the time notice of termination is given; provided that if the breaching party is diligently pursuing in good faith the remedy of any breach, and then such breach: sixty (i60) is incapable of day cure period shall be extended for such period as may be reasonably required to effectuate such cure; or (ii) being capable if the other is unable to pay its debts, becomes bankrupt or insolvent, or enters into liquidation whether compulsorily or voluntarily, or convenes a meeting of cureits creditors, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice or has a receiver appointed over all or part of such breachits assets, or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business. (3b) Either party may terminate Notwithstanding any other provision of this Agreement, effective immediately, if Schein may terminate the other partySchein Distribution Right with respect to any Cheminor Dosage Form Product in a particular jurisdiction by notice in writing to Cheminor given within sixty (60) days after Schein receives notice of any of the following events: (i) Cheminor has received a written notice of objectionable practices or deviations from Applicable Law that is dissolved prepared by a Regulatory Authority investigator at the end of an inspection (a "Regulatory Notice") with respect to such Cheminor Dosage Form Product or liquidated the manufacturing facility therefor (including, without limitation, any FDA Form 483, Warning Letter, or takes any corporate Establishment Inspection Report) and it has not complied with such Regulatory Notice within a reasonable time thereafter and is not diligently pursuing corrective action for such purposein response thereto; (ii) becomes insolvent Cheminor has violated the fraud provisions of any Applicable Law in connection with such Cheminor Dosage Form Product or is generally unable to pay, the manufacturing facility therefor; or fails to pay, its debts as they become due; (iii) files Cheminor has entered into a consent agreement with a Regulatory Authority or a similar event has filed against it occurred, which significantly impairs Cheminor's ability to manufacture or sell such Cheminor Dosage Form Product in a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectparticular jurisdiction. (c) Notwithstanding any other provision of this Agreement, voluntarily or involuntarily, Cheminor may terminate the Schein Distribution Right with respect to any proceeding under Cheminor Dosage Form Product in a particular jurisdiction by notice in writing to Schein given within sixty (60) days after Cheminor receives notice of any domestic of the following events: (i) Schein has received a Regulatory Notice with respect to packaging or foreign bankruptcy labeling or insolvency lawthe packaging or labeling facility for such Cheminor Dosage Form Product and it has not complied with such Regulatory Notice within a reasonable time thereafter and it is not diligently pursuing corrective action in respect thereto; (ivii) makes or seeks to make a general assignment for Schein has violated the benefit fraud provisions of its creditorsApplicable Law in connection with such Cheminor Dosage Form Product; or (viii) applies for or Schein has appointed entered into a receiver, trustee, custodianconsent agreement with a Regulatory Authority, or a similar agent appointed event has occurred, which significantly impairs Schein's ability to package or sell such Cheminor Dosage Form Product in a particular jurisdiction. (d) Notwithstanding any other provision of this Agreement, Cheminor may terminate the Cheminor Distribution Right with respect to any Schein Dosage Form Product in a particular jurisdiction by order notice in writing to Schein given within sixty (60) days after Cheminor receives notice of any court of competent jurisdiction the following events: (i) Schein has received a Regulatory Notice with respect to take charge such Schein Dosage Form Product or the manufacturing facility therefor and it has not complied with such Regulatory Notice within a reasonable time thereafter and is not diligently pursuing corrective action in response thereto; (ii Schein has violated the fraud provisions of any Applicable Law in connection with such Schein Dosage Form Product or the manufacturing facility therefor; or (ii Schein has entered into a consent agreement with a Regulatory Authority or a similar event has occurred, which significantly impairs Schein's ability to manufacture or sell any material portion of its property or business such Schein Dosage Form Product in a particular jurisdiction. 9.3 If (e) Notwithstanding any other provision of this Agreement, Schein may terminate the Cheminor Distribution Right with respect to any Schein Dosage Form Product in a particular jurisdiction by notice in writing to Cheminor given within sixty (60) days after Schein receives notice of any of the following events: (i) Cheminor has received a Regulatory Notice with respect to packaging or labeling or the packaging or labeling facility for such Schein Dosage Form Product and it has not complied with such Regulatory Notice within a reasonable time thereafter and it is not diligently pursuing corrective action in respect thereto; (ii) Cheminor has violated the fraud provisions of Applicable Law in connection with such Schein Dosage Form Product; or (iii) Cheminor has entered into a consent agreement with a Regulatory Authority, or a similar event has occurred, which significantly impairs Cheminor's ability to package or sell such Schein Dosage Form Product in a particular jurisdiction. (f) Termination of this Agreement is terminated by either party, or termination of the Engineer Schein Distribution Right with respect to any or all Schein Dosage Form Products or the Cheminor Distribution Right with respect to any or all Cheminor Dosage Form Products shall be paid for without prejudice to the right of any party hereto to receive all Services performed through payments accrued and unpaid at the effective date of terminationsuch termination or suspension, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up without prejudice to the effective date remedy of any party hereto in respect of any previous breach of the representations, warranties or covenants herein contained, without prejudice to any rights to indemnification set forth herein and without prejudice to any other provision hereof which expressly or necessarily calls for performance after such termination.

Term Termination. 9.1 (a) The term of this Employment Agreement commences as shall commence on the first date when Employee reports for work for the Company after the date hereof (the "Effective Date") and shall continue thereafter for a period of one (1) year, subject to the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions herein stated; provided that Employee may terminate this Agreement at any time hereafter by giving the Company at least sixty (“Term”)60) days' prior written notice. If Employee voluntarily terminates this Agreement, Company shall have no further financial liability to Employee beyond the effective date of such termination. 9.2 In addition (b) If during the term of this Agreement Employee is prevented for a continuous period of ninety (90) days from performing his duties hereunder by reason of physical or mental disability ("Disability"), then the Company, on seven days' prior written notice to any other express termination right set forth elsewhere in this Agreement: (1) Engineer the Employee, may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of a termination pursuant to this paragraph 4(b), the Company shall be relieved of all of its obligations under this Agreement, except that: (i) the Company shall pay to the Employee that portion of the Employee's wages earned and accrued by Employee prior to Employee's termination, and (ii) to the Owner will receive reproducible copies extent provided in the Plan, to exercise the Options described in Paragraph 3(c) hereof. (c) The Company may at any time discharge the Employee for Cause (as hereinafter defined) and terminate this Agreement without any further liability hereunder to the Employee or his spouse or estate, except for the obligation of Drawingsthe Company to pay the Employee's wages earned to the date of discharge. For purposes of this Agreement, Specifications and the Company shall have "Cause" to terminate the Employee's employment upon (i) the gross negligence of the Employee in performing his duties hereunder (other documents completed than any such failure resulting from the Employee's incapacity due to physical or mental illness), (ii) the willful engaging by the Engineer up Employee in conduct amounting to fraud or embezzlement or any other act by Employee which is negligently or willfully performed which has the effect of damaging the reputation of the Company or its business, (iii) breach of fiduciary duty as an officer and/or director of the Company, (iv) the violation by the Employee of any material provision of this Agreement, including but not limited to the effective date provisions of Sections 5, 6, 7, 8 or 10 hereof. Except for voluntary termination by the Employee, the Company agrees that if the Employee is terminated for any other reason (other than those reasons defined above), the Employee shall be provided with a severance package consisting of a minimum payout of the remaining amounts payable under this Agreement including 6 months paid medical/dental insurance, or two months salary, whichever is greater, at the time of termination.

Term Termination. 9.1 The term of this 13.1 This Agreement commences as of shall take effect from the Effective Date and shall continue for a period of four (4) years from the Initial Launch Date (the “Initial Term”) and shall automatically be renewed for additional two (2) year renewal terms (each a “Renewal Term”) unless either Party provides the other Party not less than one hundred and eighty (180) days’ written notice of its intent to terminate this Agreement, before the last day of the Initial Term or (as applicable) the relevant Renewal Term. The Initial Term and, unless terminated earlier pursuant as applicable, the Renewal Terms are referred to any of collectively as the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term.”). 9.2 In addition 13.2 Either Party shall be entitled to any other express termination right set forth elsewhere in terminate this Agreement: (1) Engineer may terminate this Agreement13.2.1 immediately following such cure period where applicable, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches Party commits a material breach of the terms of this Agreement through no fault of the terminating party, and such breach: (i) that is incapable of cure; or (ii) being remedy or, where such breach is capable of cureremedy, remains uncured fails to remedy the same within thirty (30) calendar days after the non-breaching party provides the breaching party with of receiving such notice of breach; and/or 13.2.2 Immediately upon written notice of such breach. if: (3a) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved Party shall cease to carry on its business or liquidated shall have a liquidator, receiver, or takes administrative receiver appointed to it or over any corporate action for such purposesubstantial part of its undertaking or assets; (iib) becomes insolvent the other Party shall file a voluntary petition in bankruptcy or have an involuntary petition in bankruptcy filed against it and such proceeding is generally not dismissed within sixty (60) days thereafter; (c) the other Party shall pass a resolution for its winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all of its liabilities); (d) a court of competent jurisdiction shall make an administration order or liquidation order or similar order; or (e) the other Party shall enter into any voluntary arrangement with its creditors, or shall be unable to pay, or fails to pay, pay its debts as they become fall due; (iii) files and/or 13.2.3 immediately upon written notice, the other Party is deemed to be Unsuitable by a Gaming Authority having jurisdiction in the Territory; and/or 13.2.4 immediately upon written notice, if online gaming, as has been conducted by Customer or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, its Affiliates using the PAM Platform ceases to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for be permitted in all of the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business Territories. 9.3 13.3 [****]. 13.4 [****]. 13.5 If this Agreement is terminated or expires, then each Party agrees to use commercially reasonable efforts to provide transition services as may be reasonably requested by the other Party or required by a Gaming Authority to facilitate an orderly transition of the services to Customer or its successor service provider to minimize disruption and harm to either partyParty’s business operations at the sole cost of the Customer (the “Transition Services”). Transition Services shall include (but are not limited to) the continued provision of services and functionality necessary (including access to the PAM Platform, the Engineer shall be paid PAM Services, Custom Development, and WHG-supplied Third-Party Tools) to allow the Customer to transfer to a new player account management platform for all Services performed through such period of time as mutually agreed, but not to exceed a period of one year from the effective date of terminationtermination (“the Run-Off Period”), including reimbursable expensesexcept to the extent prohibited by Applicable Law. In The Customer acknowledges and agrees that: (i) the event of terminationrelevant Fees shall continue to be paid during the Run-Off Period, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed (ii) fees and costs for Transition Services performed pursuant to this clause 13.5 shall be paid by the Engineer up to the effective date of terminationCustomer on a mutually agreed payment schedule.

Term Termination. 9.1 The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)) of this Supply Agreement shall commence on the Effective Date and shall continue for the longer of either: (a) the expiry or termination of the License Agreement or (b) fifteen (15) years; and will be renewable at ▇▇▇▇▇▇’▇ option for additional two (2) year periods upon ninety (90) days written notification to Stellar, unless earlier terminated pursuant to Sections 9.2, 9.3 or 9.4. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on shall be entitled at any time, by written notice to the other party other, to terminate this Supply Agreement if the other party materially breaches this Agreement through no fault commits or permits a material breach or default of any of the terminating provisions of this Supply Agreement and fails to remedy or cure such breach or default within sixty (60) days after receipt of written notice by the non-breaching party. Notwithstanding the foregoing, and in respect of a default in timely payment of any amount payable pursuant to this Supply Agreement, the non-defaulting Party shall be entitled at any time to terminate this Supply Agreement if such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured default has not been remedied within thirty (30) calendar days after of the non-breaching date such payment was due. In either of the forgoing circumstances the relevant cure period shall be suspended during any time that a Party seeks resolution of a dispute as to an alleged breach pursuant to Section 14.2 of this Supply Agreement. 9.3 Either party provides the breaching party with shall be entitled at any time, by written notice of such breach. (3) Either party may to the other, to terminate this Agreement, effective Supply Agreement immediately, upon written notice to the other, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) the other party makes or seeks to make a general an assignment for the benefit of its creditors; (ii) the other party is adjudicated bankrupt or becomes voluntarily or involuntarily subject to any proceedings for the benefit of its creditors, or (viii) applies a receiver of the property of the other party is appointed or if any judgment or execution against it or its property remains unsatisfied for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of such period which would permit its property or business any substantial part thereof to be sold. 9.3 If 9.4 Either Party shall have the right to terminate the Supply Agreement with respect to any Product in the Territory upon sixty (60) days prior written notice to the other should both Parties reasonably agree in writing that such Product is no longer commercially viable in the Territory. In such event, this Supply Agreement is terminated by either partywill remain in full force and effect for any remaining Product. 9.5 Except as otherwise set forth in this Agreement, the Engineer neither Party shall be paid entitled to any compensation whatsoever as a result of expiration or termination of this Supply Agreement, but without limiting either Party’s right to damages for all Services performed through the effective date any breach of termination, including reimbursable expensesthis Supply Agreement. In the event No termination of termination, the Owner this Supply Agreement will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up affect any amounts owing to the effective date of any Party prior to such termination.

Term Termination. 9.1 The term 11.1 This Agreement will commence on the Commencement Date and continue in effect unless terminated in accordance with this clause 11. An Order will commence on the earlier of this Agreement commences (a) the date the Order is accepted (as described in clause 2.3) or; (b) the start date specified in that Order, and continue in effect for the whole of the Effective Date andTerm of that Order, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)accordance with this clause 11. 9.2 In 11.2 Any right of termination provided in a Special Condition applies in addition to this clause 11 and does not have the effect of replacing any other express termination right set forth elsewhere specified in this Agreement: (1) Engineer may terminate this Agreementclause 11, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, unless expressly stated and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in agreed between the preceding twelve (12) month period, regardless of whether any such failures were timely curedparties. (2) 11.3 Either party may terminate this Agreement effective on and/or any one or more Orders immediately upon written notice to the other party (the Relevant Party) if the other party materially Relevant Party breaches a material term of this Agreement through no fault of the terminating party, and such breach: (i) which is incapable of cure; or (ii) being remedied or, if the breach is capable of curebeing remedied, remains uncured thirty (30) calendar the Relevant Party fails to remedy the breach within 7 days after being required in writing to do so. 11.4 BHF may terminate this Agreement, or suspend the non-breaching party provides supply of the breaching party with Goods and Services under this Agreement, and/or any one or more Orders immediately upon written notice to the Customer, if the Customer: (a) fails to pay any Fees, or other amounts on or by the due date for payment and otherwise in accordance with this Agreement; (b) ceases or fails to provide within a reasonable time any information or assistance reasonably necessary for BHF to provide any part of such breachthe Goods and Services; (c) in BHF’s opinion, is or is reasonably likely to be subject to a Default Event; or (d) acts fraudulently or dishonestly or otherwise in breach of any relevant law. (3) 11.5 Either party may terminate this AgreementAgreement on 30 days’ written notice if no Order has been in force for a period of at least 30 days prior to the date of the notice. 11.6 For the avoidance of doubt, effective immediatelytermination of this Agreement under clauses 11.3 or 11.4 will result in the termination of any Order in force at the date of termination, but termination of an Order alone will not affect the operation of this Agreement in respect of any other then current or future Order. 11.7 If the supply of the Goods or Services is suspended in whole or in part under clause 11.4, BHF may, at its sole election: (a) end that suspension if and when the relevant breach is cured and BHF has the resources available to re- commence supply of the Goods and Services; (b) continue the suspension until such time as BHF has the resources available to again supply the Goods and Services; or (c) provide notice of termination at any time if the other party: (i) is dissolved or liquidated or takes issue constituting grounds for suspension under clause 11.4 has not been remedied, and the Customer agrees that BHF will not incur any corporate action for such purpose; (ii) becomes insolvent or is generally unable liability in respect of the failure to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to supply the Goods and Services during any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business period in which those Goods and Services are suspended. 9.3 11.8 If this Agreement or an Order is terminated by either party, BHF will cease providing the Engineer shall be paid for relevant Goods and Services and the Customer must immediately pay BHF all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer Fees due or incurred up to the effective date of terminationtermination in connection with those Goods and Services, including the unpaid balance of any credit account maintained by BHF for the Customer under the Customer Credit Application.

Term Termination. 9.1 The term A. This Agreement shall remain in effect until terminated as provided for herein. Either party shall have the right to terminate this Agreement immediately if the other breaches any of the material provisions of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner herein and fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in cure the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured breach within thirty (30) calendar days after the non-breaching party provides the breaching party with receipt of written notice of such breachnotice. (3) Either B. If either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; becomes insolvent: (ii) becomes insolvent or is generally unable admits in writing its inability to pay, or fails to pay, pay its debts as they become duemature; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to makes any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of creditors; (iv) enters into any compromise with creditors or a general agreement for referral of payment with its creditors; or (v) applies for makes or has appointed a receiversuffers to be made any transfer to any person, trustee, custodianreceiver, liquidator, or referee for the benefit of creditors; (vi) files a voluntary petition in bankruptcy or an application for receivership filed against it and such petition or application is not resolved favorably by the party within sixty (60) days; (vii) has a petition in bankruptcy or an application for receivership filed against it by a third party and such petition or application is not resolved favorably by the party within sixty (60) days; (viii) files any petition in any reorganization, arrangement, compromise, readjustment, liquidation, or dissolution or similar agent appointed by order relief for itself; or (ix) becomes unable to pay its debts generally as they become due, the other party shall have the immediate right to terminate this Agreement upon delivery of written notice without any court of competent jurisdiction liability to take charge of or sell any material portion of its property or business the insolvent party and without further notice to it. 9.3 If C. After termination or expiration of this Agreement, Gateway shall retain one copy of each Program in object code form and one copy of the Documentation to be used solely for support purposes. D. End-user licenses properly granted pursuant to this Agreement is terminated and prior to termination of this Agreement shall not be diminished or abridged by either party, the Engineer shall be paid for all Services performed through the effective date termination of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The term of this 7.1 This Agreement commences as of on the Effective Date and, and shall continue unless and until terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on by either party giving at least 90 days written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedother. (2) Either 7.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement effective on with immediate effect by giving written notice to the other party if if: 7.2.1 the other party materially breaches commits a material breach of any other term of this Agreement through no fault which breach is irremediable or (if remediable) fails to remedy that breach within 45 days of being notified in writing to do so; 7.2.2 an order is made or a resolution is passed for the winding up of the terminating other party, and such breach: (i) a provisional liquidator is incapable appointed in respect of curethe other party, an administration order is made in respect of the other, a receiver is appointed in respect of the other or all or any of its assets, or the other is unable to pay any of its debts within the meaning of Section 123 of the Insolvency ▇▇▇ ▇▇▇▇, or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the aforementioned events; or 7.2.3 the other party suspends or (ii) being capable ceases, or threatens to suspend or cease, carrying on all or a substantial part of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breachits business. (3) Either party 7.3 Sage People may terminate this Agreement, effective immediately, if Agreement with immediate effect by giving written notice to the other party: (i) Customer if: 7.3.1 there is dissolved or liquidated or takes any corporate action for such purposea change of control of the Customer which results in the Customer being controlled by a competitor of Sage People; (ii) becomes insolvent or is generally unable to pay, or or 7.3.2 the Customer fails to pay, its debts as they become due; (iii) files or has filed against it a petition pay any amount due under this Agreement on the due date for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks payment and remains in default not less than 30 days after being notified in writing to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business such payment. 9.3 If 7.4 On termination of this Agreement is terminated by either partypursuant to clause 7.1, any outstanding Work Orders shall be completed prior to such termination where possible or the Agreement shall be deemed to continue in relation to such Work Order until the Services are completed. Notwithstanding the foregoing, the Engineer parties may mutually agree to terminate a Work Order, in which case the Customer shall be paid pay Sage People for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications its time and other documents completed by the Engineer material costs and expenses up to the effective date of termination. 7.5 On termination of this Agreement pursuant to clauses 7.2 or 7.3, any outstanding Work Orders shall also terminate and the Customer shall pay Sage People for its time and material costs and expenses up to the date of termination. 7.6 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

Term Termination. 9.1 (a) The term of this Agreement commences as shall commence on the date hereof and shall expire on December [*], 2019. Thereafter, the term of this Agreement may be renewed for successive three-year terms by the mutual agreement of the Effective Date andParties no later than 24 months prior to the expiration of the term then in effect. (b) Notwithstanding the foregoing, unless terminated this Agreement shall automatically expire upon the earlier of (i) the termination by both Parties of the commercialization of the Product in Territory B as the result of a Safety Problem pursuant to any Section 7.04(iii) of the Alliance Support Agreement and (ii) the exercise by BMS of the special put option pursuant to Section 7.08 of the Alliance Support Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition (c) The Parties may cause the early termination of this Agreement by the mutual written consent of each of the Parties. (d) Either Sanofi or BMS shall have the right to any declare termination of this Agreement upon Notice to the other express termination right set forth elsewhere in this AgreementParties, following the first to occur of: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay such other Party shall have (A) voluntarily commenced any amount when due hereunderproceeding or filed any petition seeking relief under Title 11 of the United States Code, and such failure continues more than ten Book VI of the French Commercial Code (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3legislative part as well as regulatory part) or more such payment failures any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) applied for or consented to the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for it or for all or substantially all of its property, (C) filed an answer admitting the material allegations of a petition filed against or in the preceding twelve (12) month period, regardless respect of whether it in any such failures were timely cured. proceeding, (2D) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make made a general assignment for the benefit of creditors of all or substantially all of its creditors; assets, (E) become unable generally, or admitted in writing its inability to, pay all or substantially all of its debts as they become due or (vF) applies taken corporate action for the purpose of effecting any of the foregoing; or (ii) an involuntary proceeding shall have been commenced or has appointed any involuntary petition shall have been filed in a court of competent jurisdiction seeking (A) relief in respect of such other Party, or of its property, under Title 11 of the United States Code, Book VI of the French Commercial Code (legislative part as well as regulatory part) or any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar agent appointed by order of any court of competent jurisdiction to take charge of official for such other Party or sell any material portion for all or substantially all of its property or business (C) the winding-up or liquidation of such other Party; and such proceeding or petition shall have continued undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall have continued unstayed and in effect for thirty (30) days. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 1. The term of this Agreement commences as of shall be from the Effective Date andthrough [*]. 2. Either party to this Agreement may, unless terminated earlier pursuant at any time at its election, terminate this Agreement forthwith and shall have no further obligations hereunder by delivering written notice of termination to the non-terminating party upon occurrence of any one or more of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, iffollowing events: (i) Owner fails except with respect to pay the payment obligations contained in Section 5 hereof, any amount when due hereunder, and material breach by either party of any of the obligations established hereunder or other written agreements between the parties if such breach continues for thirty (30) days after receipt by the breaching party of notice specifying such breach in reasonable detail; (ii) failure continues more than to make payment in accordance with Section 5 hereof within ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been the date upon which a payment is due pursuant to Section 5 if such breach continues for three (3) or more such payment failures in days after receipt by the preceding twelve (12) month period, regardless breaching party of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of curea demand for immediate payment; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) either party voluntarily files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectin bankruptcy, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of creditors, otherwise seeks relief from its creditors; creditors under any federal or (v) applies for or has appointed a receiverstate bankruptcy, trusteeinsolvency, custodianreorganization, or similar agent appointed moratorium statute, or either party is the subject of an involuntary petition in bankruptcy which is not set aside within sixty (60) days of its filing. 3. Upon termination of this Agreement, or upon any written request from ViaCord, PCT agrees to relinquish to ViaCord any HUCB(s) (contained in freezers), patient file(s), processing record(s) and/or any capital equipment (including freezers) paid for by order ViaCord under this Agreement; provided, however, that ViaCord has paid in full for the Services related to any such * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. AGREEMENT FOR HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES HUCB(s), patient file(s), processing record(s) and/or capital equipment. PCT shall provide any reasonable accommodations, at ViaCord's expense, for the transfer of any court of competent jurisdiction to take charge of such HUCB(s), patient file(s), processing record(s) or sell any material portion of its property or business capital equipment. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The initial term of this Agreement commences as of shall commence on the Effective Date anddate first written above and shall continue until December 31, 2005 (the "Initial Term"), unless terminated earlier pursuant as provided below; provided, however, that this Agreement shall automatically renew for successive additional periods of one year each (each a "Renewal Term" and together with the Initial Term, the "Term") unless either party gives written notice of its election not to any have this Agreement renewed, which notice must be given not less than 180 days prior to the expiration of the AgreementInitial Term or applicable Renewal Term. In the event FDA approval for the use of BMX's express provisionsHIV-0-TEK HIV-1 assay for detection of HIV-1 in an oral fluid sample collected with an OraSure(R) Oral Specimen Collection Device is received on or before December 31, will continue in effect until 2004, the parties have performed Initial Term shall automatically be extended to December 31, 2007 (notwithstanding either party providing notice of their obligations under the Agreement’s terms and conditions (“Term”election not to renew). 9.2 In addition to Without waiving any other express termination rights OSUR may have, OSUR shall have the right set forth elsewhere to terminate this Agreement at any time within 90 days following the occurrence of any of the following events: 9.2.1 BMX shall fail, on more than one occasion in any calendar year, to deliver Antigen or Vironostika Assays (for reasons other than as specified in 9.2.2) within 20 working days after the delivery dates established thereof pursuant to the terms of this Agreement and any applicable purchase order; or 9.2.2 the Antigen or Vironostika Assays delivered shall not conform to the applicable warranties contained in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, Agreement and such failure continues more than ten (10) calendar to conform is not remedied within 10 days after Engineer’s delivery notice thereof (either written, or oral with written confirmation) to BMX; or 9.2.3 BMX shall be in material breach of any of the other provisions of this Agreement or of any purchase order issued pursuant to this Agreement (not covered by Subsections 9.2.1, 9.2.2 or 9.3) and such breach is not cured within 30 days of written notice thereofthereof to BMX; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured.or (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes 9.2.4 BMX shall become insolvent or is generally unable to pay, or fails to pay, its debts as they become duefile a voluntary petition in bankruptcy; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to BMX shall make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, trustee in bankruptcy or similar agent officer shall be appointed by order of any court of competent jurisdiction to take charge of all or sell part of BMX's assets or property; or an involuntary petition of bankruptcy shall be filed against BMX and, in the case of any material portion of its property the foregoing, the same shall not have been dismissed or business otherwise resolved within 30 days. 9.2.5 The Distribution Agreement expires without being renewed or is terminated other than for default of OSUR. 9.3 OSUR acknowledges that the production of Antigen involves a biological process and is therefore subject to many variable factors which may make it impossible to furnish Antigen which conforms to the applicable Specifications contained herein despite best efforts to do so. In the event BMX is unable to furnish Antigen conforming to the Specifications or is otherwise unable to supply all of OSUR's requirements of Antigen, despite best efforts to do so, then OSUR shall, as its sole remedy, be entitled either to (i) terminate this Agreement if such failure is not remedied within 30 days after written notice from OSUR; (ii) and/or to purchase Antigen meeting the Specifications hereunder from an alternative source in such quantities as OSUR shall determine until such time as BMX is able to fully resume production and delivery of Antigen under this Agreement, provided that OSUR shall have the right to purchase such quantities of Antigen from BMX as OSUR shall determine and BMX shall be able to supply. If OSUR makes the election set forth in clause (ii), above, BMX shall use its best efforts to assist OSUR in finding an alternative source of Antigen. 9.4 Without waiving any other rights BMX may have, BMX shall have the right to terminate this Agreement at any time within 90 days following the occurrence of any of the following events: 9.4.1 OSUR shall be in material breach of any of the provisions of this Agreement and such breach is not cured within 30 days of written notice thereof to OSUR (15 days for breach of payment terms); or 9.4.2 OSUR shall become insolvent or file a voluntary petition in bankruptcy; OSUR shall make an assignment for the benefit of creditors; a receiver, trustee in bankruptcy or similar officer shall be appointed to take charge of all or part of OSUR's assets or property; or an involuntary petition of bankruptcy shall be filed against OSUR, and in the case of any of the foregoing, the same shall not have been dismissed or otherwise resolved within 30 days. 9.4.3 The Distribution Agreement expires without being renewed or is terminated other than for default of BMX. 9.5 Termination or expiration of this Agreement shall not relieve any party from performance of any obligation due nor affect any rights accrued prior to the effective date of such termination or expiration. 9.6 Antigen purchased by OSUR under this Agreement which remains unused by OSUR at the time of expiration or termination of this Agreement shall be handled as follows: 9.6.1 If this Agreement is terminated as a result of a default by either partyBMX under this Agreement or the Distribution Agreement, BMX shall, at OSUR's request, be required to repurchase any remaining Antigen held by OSUR, not to exceed the Engineer quantity of Antigen needed to produce OSUR's forecasted requirements for the following six (6) months, provided such Antigen meets the Specifications and has not been in OSUR's possession for more than twelve (12) months. BMX shall pay OSUR the amount paid by OSUR for such Antigen. OSUR shall package and ship such Antigen to BMX, with the cost of freight to be paid by BMX. Payment shall be made within 30 days of receipt of such Antigen. 9.6.2 If this Agreement expires or is terminated as a result of a default by OSUR under this Agreement or the Distribution Agreement, BMX shall have the option, upon written notice to OSUR within 60 days after such event, to repurchase any or all Antigen held by OSUR which is not needed to fulfill OSUR's requirements to complete the production of Products for BMX under the Distribution Agreement. BMX shall pay OSUR or provide a credit to OSUR's account, at BMX's option for the amount paid by OSUR for all Services performed through such repurchased Antigen. OSUR shall package and ship such Antigen to BMX with the effective date cost of terminationfreight to be paid by BMX. BMX shall pay OSUR or credit OSUR's account within 30 days of receipt of such returned Antigen. 9.6.3 With respect to any Antigen not repurchased by BMX under Section 9.6.1 or 9.6.2, including reimbursable expensesOSUR may make Products therefrom and sell such Products provided OSUR has first obtained a license to do so from the National Institutes of Health ("NIH") (the holder of certain applicable U.S. patents covering the Antigen and the Products) or a sublicense from a holder of such license, if deemed necessary by the NIH. OSUR shall not resell Antigen to any third party and shall not sell Products unless it has obtained the aforesaid license or sublicense, if deemed necessary by the NIH. OSUR shall indemnify, defend and hold harmless BMX from any claim by NIH and any liability, cost or expense arising from such claim due to OSUR's failure to obtain such license. 9.7 In the event this Agreement expires, or terminates other than as a result of terminationa default by OSUR, BMX shall negotiate in good faith with OSUR for production and sale to OSUR of a two (2) year supply of Antigen and OSUR shall be permitted to make Products from such Antigen and sell such Products (provided OSUR has secured, if necessary, the Owner will receive reproducible copies appropriate license(s) or sublicense(s) to make, use and sell the Products). The two (2) year supply shall be not greater than the quantity of DrawingsAntigen sold to OSUR during the previous two (2) years of the Agreement, Specifications plus an amount equal to ten percent (10%) of that two (2) year supply. The Transfer Price payable by OSUR for the two (2) year supply shall not exceed the Transfer Price for the Antigen in effect on the date the Agreement expires or terminates, and other documents completed OSUR shall pay BMX a royalty equal to *** percent (**%) of the gross revenues, less only the costs of freight, insurance, taxes, duties, returns and rebates paid or allowed by the Engineer up to the effective date OSUR, from sales of terminationProducts manufactured with such two (2) year supply of Antigen.