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 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 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 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 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 (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 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 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 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 (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 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 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 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 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 (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 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 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 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 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 (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 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, 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 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 initial 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 shall be for three (3) or more such payment failures in years (the preceding twelve “Initial Term”) beginning upon the date of written acceptance by the Bank (12the “Effective Date”) month periodand shall automatically renew for successive one year terms (each a “Renewal Term,” and together with the Initial Term, regardless of whether the “Term”) unless terminated as set forth herein. This Agreement may be terminated by any such failures were timely cured. (2) Either party may terminate to this Agreement effective on upon written notice to the other party if the other party materially breaches of such party’s intent not to renew this Agreement through no fault less than ninety (90) days prior to the expiration of the terminating partythen current Initial Term or Renewal Term. This Agreement may be voluntarily terminated by the Bank at any time by providing written notice to You which will become effective on the date specified in such notice, and provided such breach: date is not less than fifteen (i15) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides date the breaching party with written termination notice is received. Notwithstanding the foregoing, this Agreement may be immediately terminated by the Bank as a result of such breach. (3) Either party may terminate this Agreementfraud on Your part, effective immediatelyexcessive chargeback history, 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 paysuspicious activity, or fails to pay, its debts as they become due; (iii) files breach of this Agreement or has any other agreement with the Bank. This Agreement shall automatically terminate if any petition shall be filed by or against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding You under any domestic or foreign bankruptcy or insolvency law; (iv) makes . The Bank may selectively terminate one or seeks to make a general assignment for more business locations of You without terminating the benefit of its creditors; entire Agreement. All obligations incurred by You 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 existing under this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through as of the effective date of termination shall survive such termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed unless otherwise agreed by the Engineer up parties, You shall promptly return all leased equipment to the effective date Bank or the Bank’s designee. Should this Agreement be terminated by You for any reason prior to the completion of termination.the Initial Term, an early termination fee of five hundred dollars ($500.00) shall be charged to You. You agree

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 (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 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 1.1 The term of this Agreement commences as of shall be defined in the Effective Date andPO, unless terminated earlier pursuant in accordance with this Section 1. The term of this Agreement may be extended subject to a written document signed by both Parties. The above term and any such extension terms, if any, are collectively referred to herein as the “Term”. Notwithstanding the foregoing, the terms of this Agreement shall continue to apply with respect to any outstanding SoW until such SoW is completed or terminated as set forth below. 1.2 For the entire duration of the Agreement's express provisions, and also after its expiration, the Parties will continue cooperate in effect until order to respect the parties have performed their obligations under the Agreement’s terms article 29 subparagraph 3 of Law Decree No. 276 of September 10, 2003 as amended or supplemented, and conditions (“Term”)any other applicable provisions according to national collective agreements. 9.2 In addition to 1.3 This Agreement or any other express termination right set forth elsewhere in this AgreementSoW(s) (even partially) may be terminated as follows: (1a) Engineer may terminate this Agreement, effective on without cause with thirty (30) calendar days’ prior written notice to Owner, if: Supplier by Purchaser; or (ib) Owner fails to pay with cause in the event a Party breaches any amount when due material obligations hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have which breach has not 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 cured within thirty (30) calendar days after the non-breaching party provides the breaching party with receipt of written notice of such breach.breach by the non‐breaching Party or within such additional cure period as the non‐breaching Party may authorize in writing (provided, however, that the non‐breaching Party may terminate immediately upon the breaching Party’s receipt of written notice from the non‐breaching Party to the extent the breach is incapable of cure); or (3c) Either party may terminate this Agreement, effective immediately, if in the event the other party: 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, (ii) is subject to the appointment of a trustee or receiver or similar officer of the court for any of its property, or (iii) files or have filed against it a petition under the bankruptcy or insolvency laws to the fullest extent permitted by the governing law; or (d) effectively immediately by Purchaser if (i) Supplier suffers a material adverse change in its financial conditions that affects its ability to fulfill any of its obligations under this Agreement, or (ii) there is a change of control with respect to Supplier. A “change of control” means (a) the sale of all or substantially all of the assets of Supplier; (b) any merger, consolidation or acquisition of Supplier with, by or into another corporation, entity or person; or (vc) applies for any change in the ownership of more than fifty percent (50%) of the ownership interest, including, but not limited to, the voting capital stock, in Supplier in one 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 transactions. 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. 1.4 In the event of terminationthat Purchaser terminates this Agreement or a SoW in accordance with Section 1.3(a), Purchaser’s sole liability, and Supplier’s exclusive remedy shall be limited to those undisputed and unpaid Fees due under the Owner will receive reproducible copies of Drawings, Specifications applicable SoW for Services and other documents completed Deliverables provided to and accepted by the Engineer Purchaser up to the effective date of said termination. 1.5 Upon termination or expiration of this Agreement or SoW (whichever is applicable), (a) Supplier will immediately cease all use of Purchaser Confidential Information, and shall deliver to Purchaser all items containing, embodying, relating to or comprising Purchaser Confidential Information, as well as all Deliverables regardless of completion (Supplier shall not retain copies, in whole or in part, of any of the foregoing); (b) any payments that may have been made by Purchaser to Supplier in advance, which are in excess of amounts due Supplier after the effective date of termination in accordance with this Section 1 (if any), will be refunded to Purchaser within thirty (30) days following the effective date of termination or expiration (whichever is applicable); (c) any property, including Purchaser’s Physical Property as defined in Section 5.5 below, that was provided by Purchaser to Supplier without obligation of payment by Supplier will be immediately returned to the Purchaser Project Manager in the same condition that such property was received (less normal wear and tear) by no later than the effective date of such termination or expiration (whichever is applicable); and (d) Supplier shall promptly provide any undelivered work in progress and/or Deliverables to Purchaser. Termination will not prejudice either Party or affect either Party’s right to require performance of any obligation due at the time of termination. It is acknowledged by both Parties that the rights and obligations of the Parties set forth herein which by their nature would continue beyond the termination or expiration of this Agreement shall survive any termination or expiration, including the provision of the article 5 below. 1.6 In the event of termination or expiration of this Agreement, or applicable SoW, and Purchaser shall pay Supplier any outstanding undisputed Fees (as defined in Section 6.1) in accordance with the terms of this Agreement. If this Agreement is terminated, and Purchaser elects in writing, Supplier will complete all work in process as defined in the affected SoW(s) and adhere to the terms of this Agreement until completion. If Purchaser terminates any applicable SoW, Purchaser shall be entitled to a prorated refund of any unused Fees paid to Supplier prior to such 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.

Term Termination. 9.1 The (a) This Agreement shall commence on the Effective Date and shall terminate on December 31, 2016, 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, 2016, 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 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 (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 Asterias under Sections 5 and 6 and to pay for any repairs of the Premises required to be paid by Asterias 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 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 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 13.1 Either party shall be entitled to immediately terminate the Agreement by giving notice in writing to the other party if:‌ (a) the other party commits a material breach 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 its 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:Agreement which is incapable of remedy; (1b) Engineer may terminate this Agreement, effective on written notice the other party commits a breach of its obligations under the Agreement which is capable of remedy and fails to Owner, if: remedy it within (ior persists in such breach after) Owner fourteen 14 days of having been required in writing to remedy or desist; (c) the other party fails to pay any amount when due hereunderunder this Agreement on the due date for payment [and remains in default not less than [10] Business Days after being notified in writing to make such payment; (d) save to the extent prohibited by s233B Insolvency Act 1986, and such failure continues more than ten if‌ (10i) calendar days after Engineer’s delivery the other party threatens to suspend, payment of written notice thereof; its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;‌ (ii) there have been three the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (3iii) the other party applies to court for, or more obtains, a moratorium under Part A1 of the Insolvency Act 1986; (iv) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party; (v) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;‌ (vi) the holder of a qualifying floating charge over the assets of the other party has become entitled to appoint or has appointed an administrative receiver; (vii) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; (viii) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such payment failures process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;‌ (ix) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub -Conditions (i) to (viii); (e) the other party ceases, or appears in the preceding twelve (12) month periodreasonable opinion of the party seeking to terminate, regardless likely or is threatening to cease, to carry on all or a substantial part of whether any such failures were timely curedits business. (2) Either party 13.2 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle CTM to terminate the Agreement under Condition 13.1(d), it shall immediately notify CTM in writing. 13.3 This Agreement shall automatically terminate if a Total Loss occurs in relation to the Equipment. 13.4 CTM may terminate this Agreement effective on by providing the Customer no less than 24 hours’ 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 breachnotice. (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 5.1 This Agreement commences as of shall take effect on the Effective Commencement 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 subject to any other express specific termination right set forth elsewhere rights in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice shall continue for the period the Customer subscribes 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 curedService via AWS Marketplace. (2) 5.2 Either party may terminate this Agreement effective immediately on written notice to the other party if party: 5.2.1 where the other party materially breaches commits a material breach of its obligations under this Agreement through no fault of and, if the terminating party, and such breach: (i) material breach is incapable of cure; or (ii) being capable of cureremedy, remains uncured thirty (30) calendar fails to remedy it during a period of 21 days after starting on the date of receipt of notice from the non-breaching defaulting party provides requiring it to be remedied; 5.2.2 the breaching other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with written notice it having the intention or ability to give effect to the terms of such breach. (3) Either party may terminate this Agreement, effective immediately, if ; 5.2.3 the other party: (i) is dissolved party suspends, or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent threatens to suspend, payment of its debts or is generally unable to pay, or fails to pay, pay its debts as they become due; (iii) files fall due or has filed against it admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; 5.2.4 the other party commences negotiations with all or any class of its creditors with a petition view to rescheduling any of its debts, or makes a proposal for voluntary or involuntary bankruptcy enters into any compromise or otherwise becomes subject, voluntarily or involuntarily, to arrangement with 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; ; 5.2.5 a petition is filed, a notice is given, a resolution is passed, or (v) applies an order is made, for or in connection with the winding up of that other party; 5.2.6 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 other party; 5.2.7 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 5.2.8 a receiver, trustee, custodianperson becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; 5.2.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; 5.2.10 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 agent appointed to any of the events mentioned in clauses 5.2.3 to 5.2.9; or 5.2.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 5.3 ML may terminate this Agreement and/or suspend the Service (or any part thereof) at any time immediately on notice to the Customer: 5.3.1 where ML are required to do so by order law, a Regulatory Body or Network for whatever reason or where a Network has terminated its agreement with us for whatever reason and the Customer requires us to use that Network; 5.3.2 where ML is required to do so as a result of any court consent, licence or authorisation held by ML being revoked or modified for whatever reason; 5.3.3 where there is an actual, a suspected or there is likely to be a security breach or distributed denial-of-service (DDoS) attack; 5.3.4 if the Customer fails to comply with ML's instructions or requests in relation to security matters; or 5.3.5 if the Customer does not pay any or all properly due and payable Fees no later than 30 days following receipt of competent jurisdiction to take charge of or sell any material portion of its property or business a written notification from us that such Fees are overdue. 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. 5.4 In the event ML suspends the Service (or any part thereof) in accordance with clause 5.3 but does not terminate the Agreement, ML will remove the suspension and reactivate the Service as soon as reasonably practicable following the issue giving rise to the suspension being satisfactorily resolved, to be determined at ML discretion. 5.5 Where suspension in accordance with clause 5.3 occurs and is not as a result of terminationthe Customer’s actions, the Owner Fees related to the Service (or any part thereof) actually suspended will receive reproducible copies be paused for the suspended period. 5.6 Termination or expiry of Drawingsthis Agreement shall not affect any rights, Specifications and other documents completed by remedies, obligations or liabilities of the Engineer Parties that have accrued up to the effective date of terminationtermination 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. The payment provisions shall remain in effect until all sums due to either party as at the date of termination have been paid in full. 5.7 On termination of the Agreement: 5.7.1 either party will stop using any and all of each other’s IPR (including without limitation, patents, trademarks, copyrights, designs, rights in databases, user data, rights in and to know-how and Confidential Information (in each case whether registered or unregistered) and applications for the foregoing subsisting anywhere in the world) which may have been licensed under this Agreement or otherwise; and 5.7.2 any Fees that are due but have not been paid must be immediately paid in full and ML may submit an invoice, which shall be immediately payable on receipt.

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 The term of this 17.1 This Framework Agreement commences as of enters into force on the Effective Date andand shall remain in force until December 31st, 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 2005 (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: . This Framework Agreement shall be automatically renewed for successive periods of one (1) Engineer may terminate this Agreementyear, effective on written unless terminated by either Party by notice to Ownergiven in writing by means of communication ensuring evidence and date of receipt (e.g. registered mail with return receipt or special courier), if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more not less 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 months before the date of expiry. The Parties may agree in writing on longer periods of notice. Without prejudice to the preceding twelve (12) month periodforegoing, regardless of whether any such failures were timely cured. no later than two (2) Either party months before the end of the Term of this Framework Agreement, the Parties shall commence good faith discussions concerning the extension of this Framework Agreement for an additional period and with such modifications, additions, or deletions as the Parties may terminate this agree upon. Any such agreement shall be binding on the Parties only if it is in writing and signed by both Parties. 17.2 This Framework Agreement effective on and any Purchase Order may be terminated immediately by either Party (“Terminating Party”) without further written notice to the other party if Party in the other party materially breaches this Agreement through no fault of the terminating party, and such breachevent: (i) is incapable of cure; or (ii) being capable of cure, remains uncured the other Party materially breaches this Framework Agreement and does not remedy such breach within thirty (30) calendar days after the non-breaching party provides the breaching party with following written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if breach from the other party: (i) is dissolved or liquidated or takes any corporate action for such purposeTerminating Party; (ii) becomes insolvent insolvency or bankruptcy proceedings are instituted against the other Party, the other Party is generally unable to payliquidated or dissolved, any attachment is made over the assets over the other Party or on its behalf, 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 unauthorized assignment for the benefit of its creditors; , without prejudice to any other rights or remedies available to the Terminating Party under this Framework Agreement, (v) applies for or has appointed a receiverincluding, trusteewithout limitation, custodian, or similar agent appointed by order of any court of competent jurisdiction the right to take charge of or sell any material portion of its property or business . 9.3 seek damages). If this Framework Agreement is terminated by either partyor expires pursuant to this Article 17, the Engineer all outstanding accepted Purchase Orders shall be paid for all Services performed through completed pursuant to their terms and this Framework Agreement and any applicable Local Agreement. All Local Agreements shall immediately and automatically terminate upon the effective date expiration or termination of terminationthis Framework Agreement. 17.3 Articles 1, 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 3-5 (but only to the effective date extent any outstanding accepted Purchase Orders remain) 6-9, 12, 13, 15, 17-20, 22 and 24 of terminationthis Framework Agreement shall survive such dissolution, termination or expiration and any dissolution, expiration and/or termination of this Framework Agreement.

Term Termination. 9.1 3.1 The term of 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 the parties have performed their obligations under the Agreement’s terms and conditions third (3rd) anniversary thereof (“Term”). 9.2 In addition 3.2 Either party shall have the right to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on Agreement and the license granted herein if the other party commits a Default under this Agreement that is not cured with thirty (30) days prior written notice to Owner, ifthereof. A “Default” means any one or more of the following events: (i) Owner fails to pay any amount when due hereundera party voluntarily commences or files a petition for relief seeking liquidation, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; reorganization or other relief under federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (ii) there have been three an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (3a) liquidation, reorganization or other relief in respect of a party, or any of its subsidiaries or its debts, or of a substantial part of a party’s assets, under any federal, state, or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator, or similar official for the party or any of its subsidiaries, or for a substantial part of a party’s assets, or an order or decree approving or ordering any of the circumstances in (a) or more (b) and such payment failures in the preceding twelve proceeding is not dismissed within sixty (1260) month period, regardless of whether any such failures were timely cured. days thereof; (2iii) 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 one of the terminating party, and such breach: (i) is incapable of cure; parties voluntarily dissolves 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 purposeattempts to dissolve itself as a corporation; (iiiv) becomes insolvent or is generally one of the parties shall become unable to pay and admits in writing its inability 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 a material breach of a term or has appointed a receivercondition of this Agreement, 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 partyincluding but not limited to, the Engineer shall be paid for all Services performed through failure of LICENSEE to timely pay Fees in accordance herewith. Upon the effective date occurrence of termination, including reimbursable expenses. In the event of terminationa Default, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up non-defaulting party shall provide written notice to the effective date other party of terminationthe Default and the defaulting party shall have thirty (30) days from the defaulting party’s receipt of notice of Default to cure the same. If the defaulting party shall not effect such cure within such thirty (30) day period, then the non-defaulting party shall have the right but not the obligation to terminate this Agreement. The parties’ rights as set forth in this Section 3.2 are cumulative and in addition to any other rights the parties may have at law or in equity.

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 in effect force for a period of three (3) years, until the parties have performed their obligations under the Agreement’s terms and conditions May 19, 2024, unless earlier terminated as provided herein (“Initial Term”). 9.2 In addition to any other express termination right set forth elsewhere in . After the Initial Term, this Agreement:Agreement shall automatically extend for successive periods of one (1) Engineer may terminate this Agreementyear each (each a “Renewal Term”) (the Initial Term, effective on written notice to Ownercollectively with any and all Renewal Term(s), if: (ithe “Term”) 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 unless either Party terminates this Agreement effective on for any reason by providing written notice to the other Party at least ninety (90) calendar days prior to the beginning of the next Renewal Term. B. Notwithstanding Section 5.A above, this Agreement shall always remain in effect until all Campaigns have terminated. C. Either party may immediately terminate this Agreement (including all Campaigns) if the other party materially breaches any material term of this Agreement through no fault of the terminating partyand, and if such breach: (i) breach 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 fails to cure such breach within 20 days of written notice of such breach. (3) Either party thereof. In addition, either Party may terminate this Agreement in the event that the other Party, any member of its executive team or board of directors, or any individual spokesperson acting on such Party’s behalf, commits any act which does or is reasonably like to degrade the terminating Party or the Campaign or bring the terminating party or the Campaign into public disrepute, contempt, scandal or ridicule. Any Campaign Exhibit in effect as of the termination of this Agreement will also terminate as of the termination date of this Agreement. D. To the extent a Campaign is subject to New York Law, ACS has the right to terminate the Agreement for purposes of any charitable sales promotion directed to New York residents, upon fifteen days’ notice following the date upon which the Agreement is filed with the New York Attorney General pursuant to any and all applicable commercial co-venturer rules. Notices of termination shall be sent to Blackhawk at the address and to the attention of the contacts set forth in the Notice Section of the Agreement, effective immediatelywith a duplicate copy to the State of New York, if Office of the other party: Attorney General, Charities Bureau, The Capitol, Albany, New York 12224. Any provision of this Agreement that is intended to waive this right of cancellation shall be void and unenforceable. This provision shall be revised by the parties as necessary to accommodate any applicable commercial co-venture rules or regulations. E. Except as otherwise provided herein, upon and after the termination or expiration of this Agreement, Blackhawk shall have no further rights under this Agreement and neither party shall have any right or license to (iand shall not) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payuse the ACS Trademarks in the case of Blackhawk and the Blackhawk Trademarks in the case of ACS, or fails to payany variations or simulations thereof, or anything confusingly similar thereto, in any way in connection with its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy business operations or otherwise becomes subject(e.g., voluntarily or involuntarilyat trade shows, exhibitions, events, etc.), so as to avoid any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks confusion as to make a general assignment for the benefit of its creditors; or (v) applies for or fact that the parties’ relationship 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 ended. 9.3 If this Agreement is terminated by either party, F. In the Engineer shall be paid for all Services performed through the effective date event of termination, including reimbursable expensesBlackhawk shall immediately cease production of Campaign Items with the ACS Marks, will cease to use the ACS ,and shall immediately discontinue references in any manner to its relationship with ACS. ACS will cease use of the Blackhawk Trademarks. Blackhawk shall make commercially reasonable efforts to destroy (or cause to be destroyed) all Campaign Items from Blackhawk's facilities, its affiliates' facilities and participating retail locations, e-mail database and website. In the event of termination, any year-end cumulative or final financial report required to be sent by Blackhawk to ACS shall be sent on or before thirty days from the Owner will receive reproducible copies effective termination date of Drawings, Specifications the Agreement and other documents completed by shall be cumulative from the Engineer up date of execution of this Agreement to the effective date of the effective termination.. In the event sales of Campaign Items involving in any way the name of ACS are made following termination of the Agreement, Blackhawk shall pay ACS the Campaign Donation in accordance with the terms of this Agreement and shall provide financial reports in accordance with the terms of 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 4.1 This Agreement shall be in effect for the Term (as defined above). 4.2 Unless otherwise specified in an Attachment, at the end of the Initial Subscription Term and each Renewal Subscription Term, the Subscription shall automatically renew for an additional one (1) year period unless either Party notifies the other that this Agreement will not renew at least forty five (45) days prior to the expiration of the then-current Subscription Term. 4.3 Either Party may terminate this Agreement or a Subscription, including any and all access and usage rights for the Services provided herein, for a material breach by the other Party that is not cured within thirty (30) days after written notice of such material breach. 4.4 In addition to the termination provisions contained herein, the licenses granted in Section 2.2 of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to shall automatically terminate if: (a) any of the Agreement's express provisionsEquipment or Software is sold or transferred to a third party or moved outside of the United States; or (b) the Software is no longer used in connection with the Services or the Equipment. 4.5 Genfare may immediately terminate this Agreement or a Subscription, will continue in effect until the parties have performed their or suspend its performance thereunder, if (i) Customer becomes insolvent or bankrupt or ceases to do business, (ii) Customer breaches its obligations under the Agreementprovisions of Section 5 or 6 below, (iii) the provision of the Services, or any portion thereof, to Customer by Genfare is, in Genfare’s terms and conditions sole opinion, no longer commercially viable, (“Term”)iv) the Services are deemed, or Genfare reasonably believes the Services, or any portion thereof, violate an applicable local, state, or federal law or regulation, or (v) Genfare has a reasonable belief that the continued provision of Services puts Genfare, or its systems at any operational or security risk. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer 4.6 Genfare may immediately terminate this Agreement, effective on written notice to Owner, or suspend its performance hereunder if: (i) Owner fails to pay its agreement with the gateway service provider or the payment processor is suspended or terminated for any amount when due hereunderreason, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three it or any of its vendors or service providers experiences a force majeure, (3iii) it is required to due to the formal or more informal action or request of a regulatory or payment card network, or (iv) Genfare reasonably believes such action is necessary to prevent material harm due to fraud, violations of applicable laws or regulations, breach of payment failures in the preceding twelve (12) month periodcard network rules, regardless of whether any such failures were timely curedor other causes. (2) Either party may terminate 4.7 Unless Genfare terminated this Agreement effective on written notice pursuant to Sections 4.2 or 4.4, Customer may continue to utilize the other party if the other party materially breaches this Agreement through no fault Services for a transition period of the terminating party, and such breach: up to 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 notice termination of such breach. (3) Either party may terminate this Agreement, effective immediatelysubject to payment of the applicable Subscription Fees (the “Transition Period”). Should Customer require further assistance during the Transition Period, 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 payGenfare may, or fails to payin its sole discretion, 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 expensesoffer additional transition services at Genfare’s then-current rates. In any event, upon request from Customer, Genfare shall reasonably cooperate with Customer to export Customer’s data from the event Services in a delimited TXT file during the Agreement and for a period of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of sixty (60) days after termination.

Term Termination. 9.1 The term Initial Term of this Agreement commences shall commence as of the Effective Date and, unless terminated earlier pursuant to any date hereof and end on the third anniversary of the Agreement's express provisionsdate hereof, will continue in effect until and shall be renewed for successive one-year periods (each, a "Renewal Term") unless either party notifies the parties other of its intent to terminate this Agreement at least 90 days prior to the expiration of the Term. Notwithstanding the foregoing, either party (with the exception of clause (e) which shall apply only to the CTN Parties) shall have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition right to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice prior to Ownerthe end of the 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 cured. (2) Either party may terminate this Agreement effective on upon written notice to the other party if hereto, after the occurrence of any of the following events: (a) any representation or warranty made by the other party and set forth herein shall prove to be materially breaches this Agreement through no fault false, incorrect or misleading as of the terminating time made; (b) the voluntary or involuntary commencement of bankruptcy, insolvency, reorganization or similar proceedings with respect to such other party; provided that in the case of involuntary proceedings, such proceedings are not stayed or dismissed within 30 days after the commencement thereof; (c) the liquidation or dissolution of such other party or the appointment of a receiver or trustee over all or a substantial portion of such other party's properties and assets; (d) a breach by such other party of a material term or provision hereof or the failure to observe or perform any material term, provision, covenant or agreement set forth herein to be observed or prepared by such party, and the failure to cure such breach: (i) is incapable of cure; breach or (ii) being capable of cure, remains uncured thirty (30) calendar remedy such failure within ten days after the non-breaching party provides the breaching party with receipt of written notice of such breach.thereof; or (3e) Either party may terminate Metro shall provide traffic information to, or sell 10-second radio Advertising Time immediately adjacent to an informational element on, more than one radio station and/or television station in a single DMA that broadcast and are licensed in Canada (with the exception of stations then located adjacent to the border of Canada or consistent with Metro's business practice prior to the date of this Agreement), effective immediatelyand Metro shall fail to cease such activity within thirty days after receipt of written notice thereof from any CTN Party. CTN acknowledges that Metro may solicit in the United States and elsewhere sales of Advertising Time to be broadcast in the United States and that such shall not be considered a breach hereof. The CTN Parties agree that they shall honor all of their obligations, if financial or otherwise, incurred prior to the other party: (i) is dissolved end of the Term, notwithstanding an early 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 termination 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 partyin accordance with Section 7(e) hereof, and take all actions necessary to fulfill such obligations after 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 terminationTerm.

Term Termination. 9.1 (a) The term of this Agreement commences as of begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, and will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)this Agreement is terminated as provided in this Section 14. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1b) Engineer BioSeek may terminate this Agreement, effective on in its entirety or solely with respect to the Program or particular portions of the Program, at any time before BioSeek achieves the Target Milestone, upon not less than thirty (30) days' written notice to OwnerDynavax, if: due solely to BioSeek's determination, which shall be made in good faith, that it is not technically feasible to complete the Program (or such portion of the Program) on a commercially reasonable basis. Dynavax may terminate this Agreement upon ninety (90) days' written notice to BioSeek if BioSeek has not achieved the Target Milestone within nine (9) months after the Effective Date, provided that such termination shall not be effective if BioSeek achieves the Target Milestone during such 90-day notice period. Except as provided in this Section 14(b) or Section 14(c), neither party shall have the right to terminate the Agreement unless the parties mutually agree to do so in writing. (c) Without limiting any other rights or remedies under this Agreement, if within four years after the Effective Date, Dynavax has not (i) Owner fails to pay entered into a Partnering Agreement respecting any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; TZP Compound or (ii) there have been three (3) initiated any clinical studies of any TZP Compound, then either BioSeek or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party Dynavax may terminate this Agreement effective on upon written notice to the other party if the other party materially breaches this Agreement through no fault party. Upon such termination, any rights of the terminating partyDynavax to use any information or results provided hereunder shall terminate, and BioSeek's right of negotiation under Section 10(b) shall be triggered and shall continue in effect after 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 breachtermination. (3d) Either Termination of this Agreement for any reason shall not release either party may terminate to this AgreementAgreement from any liability that, effective immediatelyat the time of the termination, if has already accrued to 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. In addition, the Engineer provisions of Sections 1, 3, 4, 5, 6, 7(a), 7(b), 7(e), 10(b), 11(b), 12, 13, 14 and 15 shall be paid for all Services performed through the effective date survive any termination of termination, including reimbursable expensesthis Agreement. In the event Any rights and licenses granted under Section 7(c) shall terminate upon any 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 (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 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 1.2.1 The term of this Agreement commences as of the Effective Date andwill commence on _______, unless 2022. Unless extended or terminated earlier pursuant in accordance with its terms, this Agreement shall terminate at 11:59 p.m. on _________ (the ''Term"). Subject 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 contained in this Agreement: (1) Engineer , this Agreement may terminate this Agreement, effective on be terminated by either party upon 90 days' prior written notice to Ownerthe other party; provided, if: however, neither party may terminate (iunilaterally) Owner fails this Agreement prior to pay any amount when due hereunder, and __________ unless such failure continues more than ten (10) calendar days after Engineer’s delivery of termination is "for cause" under Section 1.2.2. The Term may be extended only by the parties' mutual 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 curedagreement. (2) 1.2.2 Either party may terminate this Agreement effective on written (for cause) immediately upon notice to the other party if upon the occurrence of any of the following events: (a) continuous and/or repeated documented problems occur in connection with the other party's performance of its obligations under this Agreement; and/or (b) the other party materially breaches and/or otherwise fails to perform any of such other party's representations, warranties, covenants, and/or obligations contained in this Agreement. 1.2.3 Prior to a party's termination of this Agreement through no fault of the terminating partyfor cause under Section 1.2.2, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching defaulting party provides will provide the breaching alleged defaulting party with prior written notice of such breach. the alleged default (3the "Default Notice"), which Default Notice will specify with reasonable particularity the default the non-defaulting party believes exists. Commencing on the alleged defaulting party's receipt of the Default Notice, the alleged defaulting party will have ten (10) Either party may terminate this Agreementdays within which to cure or remedy the alleged default(s) (the "Cure Period"); provided, effective immediatelyhowever, if the other party: (inature of the default(s) is dissolved such that it cannot be completely remedied or liquidated cured within the Cure Period, there will not be a default by the alleged defaulting party under this Agreement if the alleged defaulting party begins correction of the default within the Cure Period and thereafter proceeds with reasonable diligence to effectuate the remedy as soon as practicable. 1.2.4 Notwithstanding anything contained in this Agreement to the contrary, termination of this Agreement shall not (a) affect any obligations or takes any corporate action for liabilities accrued prior to such purpose; termination, and/or (iib) becomes insolvent constitute a waiver 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 termination of any court rights, claims, and/or causes of competent jurisdiction to take charge of or sell any material portion of its property or business action the non-defaulting party may have against the defaulting 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. 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 shall be the Initial Term of Agreement set forth in the Effective Date and, unless terminated earlier pursuant to any body of 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 . Following the Initial Term, this Agreement shall renew automatically for successive renewal terms of sixty (60) days each, unless Buyer signifies in writing its intent not to renew this Agreement at least thirty (30) days prior to the expiration of the Initial Term or any other express termination right set forth elsewhere subsequent renewal term, as applicable, or Seller signifies in writing its intent not to renew this Agreement: Agreement at least one hundred and twenty (1120) Engineer days prior to the expiration of the Initial Term or any subsequent renewal term, as applicable. Notwithstanding anything contained herein to the contrary, the Term of this Agreement 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 only be automatically renewed three (3) or more such payment failures times and this Agreement shall terminate upon the expiration of the third renewal term unless otherwise agreed by the Parties in writing. The Initial Term and all renewal terms are collectively referred to herein as the preceding twelve (12) month period, regardless of whether any such failures were timely cured“Term. (2) Either party may ” Buyer shall have the right to terminate this Agreement effective and any Order issued hereunder at any time without cause on sixty (60) days’ prior written notice to Seller. In addition, this Agreement may be terminated by the non-defaulting Party, at its election, upon five (5) business days’ written notice (or such other party period specified below) to the defaulting Party upon the occurrence of any of the following events: (a) the defaulting Party fails to perform for whatever reason a material term hereof and such failure cannot be cured, or if the other party materially breaches this Agreement through no fault of the terminating partyfailure can be cured, and such breach: (i) it 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 defaulting Party specifying the breaching party with written notice nature of such breach. (3) Either party may terminate this Agreement, effective immediately, if failure is received by the other party: (i) is dissolved or liquidated or takes any corporate action for such purposedefaulting Party; (iib) becomes the defaulting Party is adjudicated insolvent by any court or is generally unable to paytribunal, or fails to payfiles a voluntary petition in bankruptcy, or enters into an arrangement with its debts as they become due; (iii) files creditors, or has filed against it applies for, or consents to, the appointment of a petition for voluntary receiver or involuntary bankruptcy trustee of itself or otherwise becomes subjectits property, 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 for or has appointed a receiver, trustee, custodian, or similar agent appointed by suffers or permits the entry of an order adjudicating it to be bankrupt or insolvent or appointing a receiver or trustee of any court of competent jurisdiction to take charge of itself or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either partysuffers an involuntary petition in bankruptcy filed against it to remain undischarged or stayed for a period of sixty (60) days, in which event, no notice to the Engineer defaulting Party shall be paid for required and the Agreement shall immediately and automatically terminate; (c) a direct competitor of Buyer acquires either five percent (5%) or more of the capital stock or substantially all Services performed through of the effective date assets of terminationSeller or any of its affiliates; and/or (d) if any Products threaten to cause, including reimbursable expenses. In or result in, a serious health-related incident, then Buyer may terminate 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 terminationAgreement immediately without notice.

Term Termination. 9.1 15.1 The term Term of this Agreement commences as shall be either: (a) monthly, when it shall auto-renew for periods 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: one (1) Engineer may terminate this Agreementmonth; or (b) for a one (1), effective on written notice to Owner, if: two (i2) 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 year initial term, when it shall renew for one (1) year renewal terms, subject to either party providing the preceding twelve other party prior notice not to renew of at least seven (127) month period, regardless of whether any such failures were timely cureddays for Agreements with a monthly term and sixty (60) days for longer terms. (2) 15.2 Either party may terminate this Agreement effective on written notice immediately by notice: (a) due to a material breach of this Agreement by the other party which is incapable of remedy or, if capable of remedy (including non-payment of any invoice), has not been remedied within seven days of having been given notice to do so; (b) if Force Majeure has continued for a period of at least three months; and (c) if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; has a receiver 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 administrative receiver appointed over it 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 part of its creditors; assets, business or undertaking or passes a resolution for winding up (vother than for a bona fide scheme of reconstruction or solvent amalgamation) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction makes an order to take charge of that effect or sell if the other party becomes subject to an administration order or enters into any material portion of voluntary arrangement with its property creditors or business ceases or threatens to cease carrying on its business, has a liquidator appointed, enters into liquidation, or suffers or undergoes an analogous proceeding under any foreign law. 9.3 If 15.3 The Customer agrees that Keepabl may terminate this Agreement if Keepabl: is terminated notified by either partythe Reseller that the Customer has not paid the Reseller fees related to the Customer’s use of the Services; Keepabl has not received Fees from the Reseller; and that, where Keepabl is entitled to terminate this Agreement it may instead, in its sole discretion, suspend the Engineer shall be paid Services for all Services performed through or part of the effective date of terminationperiod during which such right exists, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications without liability and other documents completed by the Engineer up without prejudice to the effective date of termination(or waiving its rights to) terminate.

Term Termination. 9.1 The term 14.1 This Agreement shall take effect on the Effective Date and shall continue for a period of one year. Thereafter, unless a party provides at least thirty (30) days prior written or email notice of non-renewal to the other party (for purposes of notice to ▇▇▇▇▇▇, Partner shall sent emails to ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ this Agreement shall automatically renew for subsequent one-year terms so long as Partner complies with the terms and conditions of this Agreement. 15.2 This Agreement commences as shall also terminate: (a) at the convenience of either party for any or no reason by giving ninety (90) days prior written and/or email notice; or (b) thirty (30) days after written notice from one party (“Initiating Party”) to the other (“Defaulting Party”) of the Defaulting Party’s failure to perform any of its obligations hereunder, which failure is not cured to the reasonable satisfaction of the Initiating Party within thirty (30) days of receipt of such notice; (c) immediately upon Partner’s receipt of written notice from ▇▇▇▇▇▇ that Partner has materially breached sections 3, 4, 5, 6 and/or 13 of the Agreement; or (d) immediately, with or without written notice from ▇▇▇▇▇▇, if Partner abandons or otherwise fails to complete validation within 180 days of the Effective Date andunless ▇▇▇▇▇▇, unless terminated earlier pursuant in its sole discretion, agrees in writing 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”)extend such period. 9.2 In addition to 15.3 ▇▇▇▇▇▇ may remove 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 reference to the other party Partner Application Package, Partner Content, Interoperability Extension, and/or Partner Tools and Utilities on the ▇▇▇▇▇▇ Exchange Program Website, without liability, if the other party materially Partner breaches this Agreement through no fault of the terminating party, and fails to cure 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 of receipt of written notice of from ▇▇▇▇▇▇ detailing such breach. 15.4 Within thirty (330) Either days after termination, Partner shall (a) cease using the ▇▇▇▇▇▇ Software, ODAs, and ▇▇▇▇▇▇ Use Cases as applicable; (b) return, or destroy and certify in writing that it has destroyed all of the ▇▇▇▇▇▇ Software, ODAs, ▇▇▇▇▇▇ Use Cases, and all materials received from ▇▇▇▇▇▇, including but not limited to, documentation for the ▇▇▇▇▇▇ Software, ODAs, ▇▇▇▇▇▇ Use Cases as applicable, including portions thereof; (c) cease all promotions and advertising contemplated under this Agreement; and (d) destroy all Partner Application Package, Partner Content, Partner Interoperability Extension, and/or Partner Tools and Utilities marketing literature and packaging materials pertaining to the interoperability between the Partner Application Package, Partner Content, and/or Partner Tools and Utilities and ▇▇▇▇▇▇ Software; provided, however, for the avoidance of doubt, each party may terminate this Agreement, effective immediately, if retain the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable Program Guide to pay, or fails be used in connection with the provision of support 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 existing customers who have the benefit implementation at the time 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 (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 (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 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) KMSPL 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 KMSPL; (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 Clause15below; (viii) In the event KMSPL/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 KMSPL/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 KMSPL/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 KMSPL 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 KMSPL) 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 KMSPL or SUN, ceases to distribute or operate any of the Subscribed Channels in the Territory for any reason whatsoever. (e) KMSPL 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 KMSPL so elects, also be deemed to be a breach of any or all other agreements between KMSPL and Affiliate, and shall entitle KMSPL to exercise any or all of the remedies set forth in this Agreement and such other agreements. Further, if KMSPL so elects, any breach by Affiliates or its associates of any other agreement between Affiliates or its associates, and KMSPL, shall be deemed a breach of this Agreement and shall entitle KMSPL to exercise any and all of the remedies set forth in this Agreement and such other agreements. (g) 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. (h) The Parties agree that if any of the agreements between KMSPL and its licensors relating to KMSPL‟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 KMSPL 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 (a) Subject to the terms and conditions herein, the term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any and end on the fifth anniversary of the Agreement's express provisions, will continue in effect until date that VOD Titles under this Agreement are first made available to Subscribers (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: . Further, the Term shall automatically be extended for additional one (1) Engineer may terminate this Agreementyear periods, effective on unless written notice of termination is given by either Party at least ninety (90) days prior 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 the scheduled date 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 curedtermination. (2b) Either party may Party shall have the right to terminate this Agreement effective on by giving written notice to the other party Party if the other party Party has materially breaches breached this Agreement through no fault of the terminating party, and such breach: (i) breach shall not have been fully cured; provided, however, that, if such breach is incapable fully curable, such Party shall not have the right to terminate this Agreement unless such Party shall have given written notice to the other Party of cure; or (ii) being capable of cure, remains uncured such breach and the other Party shall have failed to fully cure such breach within thirty (30) calendar days after the non-breaching party provides the breaching party with written such notice of such breachshall have been given. (3c) Either party may terminate this Agreement, effective immediately, if the other party: If a 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 creditors, (ii) has appointed, voluntarily or involuntarily, any trustee, receiver, to it or a substantial part of its creditors; property, (iii) files, or has filed against it, a voluntary or involuntary petition in bankruptcy or (viv) applies for makes any arrangement or has appointed a receiverotherwise becomes subject to any proceedings under the bankruptcy, trusteeinsolvency, custodian, reorganization or similar agent appointed laws of the United States or any state, and the Party fails to have any involuntary proceeding dismissed within ninety (90) days of service on the Party of notice of such involuntary proceeding, then the other Party shall have the right at any time thereafter to terminate this Agreement by order of any court of competent jurisdiction giving written notice to take charge of or sell any material portion of its property or business such Party. 9.3 If (d) This Section 9(d) and Sections 8, 9(e), 10, 13, 15, 17, 18 and 19 shall survive the expiration or earlier termination of this Agreement is terminated by either partyfor any reason. (e) Upon the termination of this Agreement, any amounts then due hereunder shall become immediately due and payable. Upon the Engineer expiration or earlier termination of this Agreement, TVN shall immediately discontinue the delivery of the VOD Titles. Not later than thirty (30) days after the expiration or earlier termination of this Agreement, any copies of the VOD Titles in TVN’s possession 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 terminationdestroyed or erased.

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 The term (a) This Agreement shall become effective on the date set forth in the first paragraph of this Agreement commences as and shall continue in full force and effect for the Initial Term unless earlier terminated pursuant to the terms hereof. This Agreement may be terminated by (i) QM, in case of a material breach of this Agreement by either (or both) of the Effective Date and▇▇▇▇▇▇ Parties, unless terminated earlier pursuant to any and (ii) either of the Agreement's express provisions▇▇▇▇▇▇ Parties in case of a material breach of this Agreement by QM; provided however, will continue in effect until that the parties have performed their obligations under terminating Party has prior to the Agreement’s terms and conditions termination notice given written notice to the other Party specifying the alleged breach (“TermComplaint”), and further provided that such breach has not been remedied by the breaching Party within a period of 30 days after the receipt of the Complaint. In the event the breach is not cured at the expiration of the 30 day cure period, a ten (10) day written termination notice will be provided by the terminating Party. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (b) This Agreement will automatically renew for additional one (1) Engineer year terms unless a Party provides the other Parties written notice of its intention not to renew this Agreement no less than one year prior to expiration; provided, however, that at any time after the expiration of the Initial Term, any Party may terminate this Agreement upon 1 years’ notice to the other Parties. (c) Should QM determine not to renew this Agreement, or terminate this Agreement following the expiration of the Initial Term, other than for an uncured breach of this Agreement by either (or both) of the ▇▇▇▇▇▇ Parties, QM agrees to provide a notice of one year, during which notice period QM will continue to pay the fees listed on Exhibit A per the schedule listed thereon. (d) Should NEXA determine not to renew this Agreement, or terminate this Agreement following the expiration of the Initial Term, other than for an uncured breach of this Agreement by QM, NEXA agrees to provide a notice of one year. During such notice period, NEXA agrees to [*] with the licensing of the [*]. In addition, should NEXA determine not to extend the license of the NEXA Data for at least one calendar year after the expiration of the Initial Term, NEXA agrees to [*] by QM pursuant to this Agreement, as [*], and to reimburse QM, up to a maximum of [*], for actual costs and expenses incurred by QM in moving its [*] lines to an alternate data provider. The damages listed in this Section 19(c) shall be the sole remedy available to QM for any early termination of this Agreement by the ▇▇▇▇▇▇ Parties. (e) Notwithstanding anything to the contrary in this ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Parties may terminate this Agreement, effective on written notice other than for an uncured breach, within the Initial Term except by mutual agreement of all of the Parties. This provision is subject to Owner, if: (i) Owner fails QM’s and/or SFS’s right to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery terminate the terms 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 relating to the other party if the other party materially breaches this Agreement through no fault provision 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 breachbrokerage services set out in Section 11 herein. (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 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 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 (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 of the terminating party, and does not cure such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar default within 60 days after the receipt of 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 60-day period, if the breaching party with written notice does not commence and diligently continue actions to cure same during such 60-day 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 (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 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 (a) The term (the "Term") of this Agreement commences as of shall commence on the Effective Date anddate hereof and shall continue until December 31, 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 hereunder2007, and such failure continues more shall automatically be extended from year to year thereafter unless either Party gives the other Party not less 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' written notice that the Term will not be extended. During the twelve (12)-month termination period, regardless the provisions of whether any such failures were timely curedthis Agreement shall continue in full force and effect. (2b) Either party This Agreement may terminate this Agreement effective on be terminated by either Party hereto (the "Terminating Party") upon not less than forty-five (45) days' prior written notice to the other party if Party (the other party materially breaches this Agreement through no fault "Defaulting Party") upon the occurrence of any of the terminating party, and such breach: following events: (i) is incapable Any representation, warranty or certification made or deemed made by the Defaulting Party (or any of cure; its respective officers) hereunder or in any certificate, report, notice, or financial statement furnished at any time in connection with the Agreement shall be false, misleading, or erroneous in any material respect when made or deemed to have been made. (ii) being capable The Defaulting Party shall fail to perform, observe, or comply with any material covenant, agreement, or term contained in the Agreement and such failure shall continue for a period of cure, remains uncured thirty (30) calendar days after the non-breaching party date the Terminating Party provides the breaching party Defaulting Party with written notice of such breachthereof. (3iii) Either party may terminate this AgreementThe Defaulting Party shall admit in writing its inability to, effective immediatelyor be generally unable to, if the other party: pay its debts as such debts become due. (iv) The Defaulting Party shall (i) is dissolved apply for or liquidated consent to the appointment of, or takes any corporate action for such purpose; the taking of possession by, a receiver, rehabilitator, conservator, custodian, trustee, liquidator or the like of itself or of all or a substantial part of its property, (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; , (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect, the "Bankruptcy Code"), (iv) institute any proceeding or file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, winding-up, or composition or readjustment of debts, (v) applies for or has appointed fail to controvert in a receiver, trustee, custodiantimely and appropriate manner, or similar agent appointed by order acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code or under any other such law, or (vi) take any corporate or other action for the purpose of effecting any of the foregoing. (v) A proceeding or case shall be commenced, without the application, approval or consent of the Defaulting Party, in any court of competent jurisdiction to take charge jurisdiction, seeking (i) its reorganization, liquidation, dissolution, arrangement or winding-up, or the composition or readjustment of the Defaulting Party's debts, (ii) the appointment of a receiver, rehabilitator, conservator, custodian, trustee, liquidator or sell the like of such entity or of all or any material portion substantial part of its property property, or business . 9.3 If this Agreement is terminated by either party(iii) similar relief in respect of the Defaulting Party under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the Engineer foregoing shall be paid entered and continue unstayed and in effect, for all Services performed through a period of sixty (60) or more days; or an order for relief against the effective date of termination, including reimbursable expenses. In Defaulting Party shall be entered in an involuntary case under 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 terminationBankruptcy Code.

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 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 a) This Agreement commences is effective as of the Effective Date andset forth in the Order and will remain in effect for an initial Term of twelve (12) months (the “Initial Term”). Thereafter, unless terminated earlier pursuant to any of the Agreement's express provisions, this Agreement will continue in effect until all Orders have expired or been terminated unless otherwise terminated by a party hereunder. b) Each Order will be effective on the parties have performed their obligations under date set out therein and will remain in effect during the Agreement’s terms Initial Term identified in the Order. Upon expiration of the Initial Term, each Order will automatically renew on a month to month basis (the “Monthly Term”) unless either party gives the other party notice of non- renewal at least thirty (30) days prior to the end of the current Monthly Term, (the Initial Term and conditions (Monthly Term, as applicable, referred to as the “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 terminate this Agreement effective on or any Order by written notice to the other party if the other party materially breaches commits a material breach of this Agreement through no fault or the applicable Order and fails to cure such breach within fifteen (15) days after receipt of such notice, or an additional period of time as agreed to by the parties. d) Upon termination of this Agreement or expiration or termination of an Order for any reason, Client will immediately cease use of the terminating party, Service and such breach: (i) is incapable PBI and Client will promptly return all Confidential Information 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 . Termination of this Agreement or liquidated or takes an Order does not affect Client’s obligation to pay any corporate action for such purpose; (ii) becomes insolvent or is generally unable amounts due 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 PBI. 9.3 If e) Sections 4 (Fees, Payment Terms), 6 (Confidentiality), 7 (Proprietary Rights; Suggestions), 8 (Non-infringement; Indemnification), 11 (Warranties; Disclaimers), 12 (Limitation of Liability), 16 (Applicable Law), and 17 (Audit Rights) will survive termination of this Agreement 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 indefinitely or to the effective date of terminationextent set out therein.

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 one-year periods, unless terminated earlier pursuant notice of cancellation is delivered by either Party at least one hundred and eighty (180) 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), sixty (60) 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 60-day 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 60-day 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. two (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 purposeconsecutive months; (ii) becomes insolvent Buyer determines in good faith that Five Percent (5%) 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 the first ninety (90) days 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, Buyer’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 one hundred and twenty (120) days written notice from Buyer of its intent to terminate for convenience; (f) immediately upon notice from Seller if Buyer 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 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 (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 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 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 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 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 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 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 (a) Unless otherwise provided, this Agreement commences as shall be in effect for a period of five (5) years beginning on the date of execution hereof; provided, however, that if not terminated pursuant to the provisions of Section 6(b) hereof, upon expiration of the Effective Date andinitial term or any extension thereof, this Agreement shall be automatically renewed for successive one (1) year terms unless terminated earlier pursuant by either party for any reason or no reason on at least ninety (90) days notice prior to any the end 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”)initial term or any renewal term. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement(b) This Agreement may be unilaterally terminated as follows: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails A party (the "Terminating Party") shall have the 3 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 terminate this Agreement effective on written notice due to the other party if party's (the other party materially breaches this Agreement through no fault "Non-terminating Party") breach of any obligation incurred hereunder, which breach has not been cured by the Non-terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured Party thirty (30) calendar days after the nonfollowing receipt by such Non-breaching party provides the breaching party with terminating Party of written notice of such breach.; (3ii) Either party may META shall be free to terminate this Agreement, effective immediatelyupon thirty (30) days notice to RSI, in the event the APS products or services become the subject of a bona fide infringement or similar claim; (iii) META shall be free to terminate this Agreement, upon fifteen (15) days written notice if RSI fails to develop acceptable, commercially viable deliverables within the dates set forth in Exhibit 2. (c) Upon termination or expiration of this Agreement for any reason the following will apply: (i) Subject to Section 13, each party shall immediately return to the other party all originals and copies in its possession of all documents and other tangible media containing, embodying or otherwise incorporating the Disclosing Party's Confidential Information (as such terms are defined in Section 11 hereof). (ii) Subject to Section 13, each party shall cease all use of 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; 's Confidential Information. (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectSubject to Section 14, voluntarily or involuntarily, each party shall be free to any proceeding under any domestic or foreign bankruptcy or insolvency law; use the jointly developed Inventions (as such term is defined in Section 13 hereof). (iv) makes The parties shall continue to split reduced Royalties on APS goods or seeks to make a general assignment services sold as described in Section 7 for the benefit of its creditorsthree (3) year period following termination or expiration; or (v) applies for or has appointed a receiverprovided however, 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 that if this Agreement is terminated by either partyMETA pursuant to Section 6(b)(i), the Engineer (ii) and/or (iii) hereof, or RSI terminates this Agreement pursuant to Sections 6(a) or 18, all Royalties payable to RSI shall be paid for all Services performed through immediately cease upon the effective date of termination; provided further, that if RSI terminates this Agreement pursuant to Section 6(b)(i), (ii) and/or (iii) or META terminates this Agreement pursuant to Sections 6(a) or 18, then RSI's Royalty shall be * * * for such three (3) year period. (v) Termination shall not affect any rights of clients to use the APS goods or services previously sold. (vi) Each party's obligations set forth in this Agreement or any schedule or exhibit hereto shall cease except for those obligations in Sections 11, 12, 13, 14, 15 and 17. (vii) To the extent not earned, RSI shall immediately return the Advance Royalty (as such term is defined in Section 7(b). 4 (d) Neither party will be liable to the other for damages of any kind, including reimbursable expensesincidental or consequential damages, because of the termination of this Agreement in accordance with its terms or the failure to renew this Agreement for any subsequent period. In the event Except as expressly provided in this Agreement, RSI waives any right it may have to receive any compensation or reparations on termination of termination, the Owner this Agreement under any law or otherwise. No party will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up be liable to the effective date other because of termination of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures or commitments made by either party or for any other reason whatsoever based upon or arising out of such termination.

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 15.1 This Agreement shall commence on the date hereof and shall continue for three (3) years (the “Initial Term”), unless earlier terminated pursuant to this Section 15; The term of Manufacturer shall have the option to renew this Agreement commences as (the “Renewal Option”) for an additional two (2) years period after expiration of the Effective Date and, unless terminated earlier pursuant Initial Term (a “Renewal Term”) by delivering a written notice of renewal to any the Company at least ninety (90) days prior to the expiration date of the Agreement's express provisions, will continue in effect until Initial Term or relevant Renewal Term (the parties have performed their obligations under Initial Term and the Agreement’s terms and conditions (Renewal Term are hereinafter collectively referred to as the “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 15.2 If a party fails to pay meet one or more of any amount when due hereundermaterial terms and conditions hereof (a “default”), and the defaulting party fails to cure such failure continues more than ten default or submit an acceptable written plan to resolve such default within sixty (1060) calendar days after Engineer’s delivery following notice of written notice thereof; or (ii) there default, the non-defaulting party 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 cured. (2) Either party may right to terminate this Agreement effective on written notice to by furnishing the other defaulting 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 with thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breachtermination. (3) Either 15.3 A party may shall have a right to terminate this Agreement, effective immediately, if Agreement immediately should the other party: (i) is dissolved party become insolvent; enter into or liquidated file on its own a petition, arraignment or takes any corporate action proceeding seeking an order for such purposerelief under the bankruptcy laws of its respective jurisdiction; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has have filed against it an involuntary petition, arraignment or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdiction, which is not dismissed within sixty (60) days after filing; enter into a petition for voluntary receivership of any of its assets; enter into a dissolution or involuntary bankruptcy liquidation of its assets 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 for engage in a sale of all 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 substantially all of its property or business assets as would cause such party to be unable to fulfill its obligations under this Agreement. 9.3 If 15.4 The Company shall have the right to 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 with immediate effect in the event of terminationa Force Majeure event (as that term is defined in Section 18.1 below) that continues in effect for a period of ninety (90) days and affects the ability of the Company to obtain Products from Manufacturer. 15.5 The provisions of Sections 8 (Warranty, Epidemic Failure), 11 (Intellectual Property Rights), 13 (Confidential Information), 14 (Non-Competition), 15 (Term; Termination), 16 (Effect of Termination), 17 (Indemnification), and 18 (General) shall survive the Owner will receive reproducible copies expiration or earlier termination of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

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 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 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 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 (iii) 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 4.1. The initial term of this Agreement commences as shall be three (3) years from the date when the Equipment is first installed (“Initial Term”) and shall automatically renew for additional one (1) year periods following the expiration of the Effective Date andInitial Term (collectively, 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”); provided, that, either party shall have the right to terminate this Agreement following the Initial Term upon sixty (60) days’ prior written notice to the other party. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer 4.2. Either Party may terminate this Agreement, effective on by written notice to Ownerthe other Party, if: for any Material Breach of this Agreement (ias defined herein) Owner by the other Party, as the case may be, if such breach is not cured within thirty (30) days after the breaching Party receives written notice of such breach from the non-breaching Party; provided, however, that if such breach is not capable of being cured within such thirty-day period and the breaching Party has commenced and diligently continued actions to cure such breach within such thirty-day period, except in the case of a payment default, the cure period shall be extended to 180 days, so long as the breaching Party is making diligent efforts to do so. Such termination shall be effective upon expiration of such cure period. 4.3. For purposes of this Agreement, a Material Breach shall mean: 4.3.1. To the extent permitted by law, failure to make payment of any fee or other amount payable under by this Agreement within 30 days of the due date; or 4.3.2. If either Party breaches any representation or warranty contained herein or made any incorrect representation or warranty in any other document furnished to the other Party in connection herewith; or 4.3.3. If either Party fails to pay perform or observe any amount when due covenant, condition or agreement to be performed or observed by it hereunder, and such failure continues more than ten or breach shall continue unremedied in accordance with this Section 4 after the Party becomes aware of such failure or breach; or 4.3.4. If Sterling without Surna’s consent attempts to remove, sell, transfer, encumber, part with possession, or sublet the Equipment (10) calendar days after Engineer’s delivery of written notice or any portion thereof; or (ii) there have been three (3) or more such payment failures in permit a judgment or other claim to become a lien upon any or all of Sterling’s assets or upon the preceding twelve Equipment; or 4.3.5. If either Party (12a) 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 purposedissolves; (iib) becomes shall be adjudicated insolvent or is generally unable to paya bankrupt, or fails cease, be unable, or admit in writing its inability, to pay, pay its 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 of, or enter into any composition or arrangement with creditors; or (vc) applies shall apply for or has appointed consent to the appointment of a receiver, trustee, custodiantrustee or liquidator of it or of a substantial part of its property, or similar agent appointed by order authorize such application or consent, or proceedings seeking such appointment shall be instituted against it without such authorization, consent or application; (d) shall authorize or file a voluntary petition in bankruptcy or apply for or consent to the application of any court bankruptcy, reorganization in bankruptcy, arrangement, readjustment of competent jurisdiction debt, insolvency, dissolution, moratorium or other similar law of any jurisdiction, or authorize such application or consent; or proceedings 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 such end shall be paid for all Services performed through the effective date of terminationinstituted against it without such authorization, 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 terminationapplication or consent.